Common use of Commitment Fee Clause in Contracts

Commitment Fee. The Company will pay, or will cause another Borrower to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.

Commitment Fee. (i) The Company will pay, or will cause another Borrower to Parent shall pay (with regard to the JPY Revolver BorrowerAdministrative Agent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Domestic Revolving Lender under in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the applicable product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Domestic Revolving Credit Facility Commitments exceed the sum of (other than y) the Outstanding Amount of Domestic Revolving Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Domestic Revolving Commitments for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Availability Period for Domestic Revolving Commitments, including at any Defaulting Lender)time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Date last day of such Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. (ii) The Borrowers shall pay to the Administrative Agent, for the account of each Foreign Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)Lender in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the product of (i) the “Commitment Fee”Applicable Rate times (ii) the actual daily amount by which the Aggregate Foreign Revolving Commitments exceed the Outstanding Amount of Foreign Revolving Loans. The commitment fee shall accrue at all times during the Availability Period for Foreign Revolving Commitments, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the daily amount last Business Day of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period each March, June, September and December, commencing with the Closing Date or ending with first such Termination Date), which shall accrue at 0.20% per annum initially and, date to occur after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i)and on the last day of such Availability Period. The commitment fee shall be calculated quarterly in arrears, at the applicable percentage per annum indicated and if there is any change in the pricing grid described in Applicable Rate during any quarter, the definition of “Applicable Margin”. All Commitment Fees actual daily amount shall be computed on and multiplied by the basis of the actual number of days elapsed Applicable Rate separately for each period during such quarter that such Applicable Rate was in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilityeffect.

Commitment Fee. The Company will pay, or will cause another Borrower to Borrowers shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent (i) for the account of each Dollar Revolving Lender under the applicable in accordance with its Pro Rata Dollar Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)Share, a commitment fee equal to the Applicable Margin times the actual daily amount by which the Aggregate Dollar Revolving Credit Commitments exceed the sum of (a) the aggregate Outstanding Amount of Dollar Revolving Loans and (b) the aggregate Outstanding Amount of L/C Obligations (such amount to be determined for each Interest Period) and (ii) for the account of each Multicurrency Revolving Lender in accordance with its Pro Rata Multicurrency Revolving Share, a commitment fee equal to the Applicable Margin times the actual daily amount by which the Aggregate Multicurrency Revolving Credit Commitments exceed the aggregate Outstanding Amount of Multicurrency Revolving Loans (such amount to be determined for each Interest Period) (clauses (i) and (ii), collectively, the “Commitment Fee”) on ). The Commitment Fee shall accrue at all times from the daily amount of Closing Date until the Unused Revolving Credit Commitments Maturity Date and shall be calculated as of such Revolving Credit Facility Lender during the preceding quarter (or shorter period each Quarterly Fee Calculation Date, commencing with the Closing Date or ending with first such Termination Date), which shall accrue at 0.20% per annum initially and, date to occur after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees and shall be computed due and payable on the basis of respective Quarterly Fee Payment Date for each such Quarterly Fee Calculation Date, and on the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zeroCredit Maturity Date. The Commitment Fee due to shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each Revolving Lender period during such quarter that such Applicable Margin was in effect. The Commitment Fee shall commence to accrue at all times commencing on the Closing Date and shall cease thereafter, including at any time during which one or more of the conditions in Article IV (Conditions Precedent to accrue on the Termination Date applicable to such Revolving Credit FacilityExtensions) is not met.

Commitment Fee. The Company will pay, or will cause another Borrower agrees to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date)fee, which shall accrue for the period beginning on the Omnibus Amendment Effective Date to and including the earlier of the date such Lender’s Commitment terminates and the Revolver Termination Date, at 0.20a rate (A) as of the close of business on each day when the Minimum Utilization Amount with respect to such Lender exceeds the aggregate principal amount of the Loans of such Lender, equal to (x) (i) during the March 2022 Convertible Notes Refinancing Distribution Period, 0.50% per annum, and (ii) at any other time, 2.00% per annum, in each case, on the excess of (1) the Minimum BUSINESS.29745768.5 Utilization Amount with respect to such Lender over (2) the aggregate principal amount of the Loans of such Lender as of the close of business on such day plus (y) at any time, 0.375% per annum initially and, after delivery on the excess of (i) such Lender’s Commitment over (ii) the Minimum Utilization Amount with respect to such Lender or (B) as of the financial statements for close of business on each day when the aggregate principal amount of the Loans of such Lender equals or exceeds the Minimum Utilization Amount with respect to such Lender, 0.375% per annum on the excess of (i) such ▇▇▇▇▇▇’s Commitment over (ii) the aggregate principal amount of the Loans of such Lender as of the close of business on such day. Accrued commitment fees shall be payable in arrears (x) within one Business Day after each Quarterly Date and (y) on the earlier of the date the applicable Lender’s Commitments terminate and the Revolver Termination Date, commencing on the first three full fiscal quarters following such date to occur after the Closing Omnibus Amendment Effective Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year of 360 days(including the first day but excluding the last day). For the purpose purposes of calculating any Multicurrency Revolving Lender’s Commitment Feecomputing commitment fees, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated Commitments shall be deemed to be zero. The Commitment Fee due used to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on extent of the Termination Date applicable to such Revolving Credit Facilityoutstanding Loans of all Lenders.

Commitment Fee. The Company will pay, or will cause another Administrative Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each (i) Global Revolving Credit Lender under in accordance with its Applicable Global Revolving Credit Percentage, a commitment fee in Dollars equal to the applicable Applicable Rate times the actual daily amount by which the Revolving Credit Facility comprised of Global Revolving Credit Commitments exceeds the sum of (other than any Defaulting Lenderx) the Dollar Equivalent of the Outstanding Amount of Global Revolving Credit Loans and (y) the Dollar Equivalent of the Outstanding Amount of L/C Obligations (including Obligations under Lender Issued Guarantees), subject to adjustment as provided in Section 2.19, and (ii) Domestic Revolving Credit Lender in accordance with its Applicable Domestic Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Revolving Credit Facility comprised of Domestic Revolving Credit Commitments exceeds the Outstanding Amount of Domestic Revolving Credit Loans. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) last day of the definition of “Termination Date”), a Availability Period. The commitment fee (shall be calculated quarterly in arrears, and if there is any change in the “Commitment Fee”) on Applicable Rate during any quarter, the actual daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on and multiplied by the basis of the actual number of days elapsed Applicable Rate separately for each period during such quarter that such Applicable Rate was in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilityeffect.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver BorrowerAdministrative Agent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under in accordance with its Applicable Percentage, a commitment fee at a rate per annum equal to (i) prior to the applicable Revolving Credit Facility (other than any Defaulting Lenderdelivery of the Audited Financial Statements in accordance with Section 7.01(a)(i), the sum of (A) 0.30% times the actual daily amount by which the Available Revolving Committed Amount exceeds the sum of (1) the Outstanding Amount of Revolving Loans and (2) the Outstanding Amount of L/C Obligations plus (B)(x) during the first sixty days following the Closing Date, 0.20% times the amount by which the Aggregate Revolving Commitments exceed the Available Revolving Committed Amount and (y) commencing on the sixty-first (61st) day following the Closing Date, 0.30% times the amount by which the Aggregate Revolving Commitments exceed the Available Revolving Committed Amount and (ii) following the delivery of the Audited Financial Statements in accordance with Section 7.01(a)(i), the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Revolving Commitments exceed the sum of (1) the Outstanding Amount of Revolving Loans and (2) the Outstanding Amount of L/C Obligations. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Maturity Date”), a . The commitment fee (shall be calculated quarterly in arrears, and if there is any change in the “Commitment Fee”) on Applicable Rate during any quarter, the actual daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on and multiplied by the basis Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Aggregate Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit FacilityCommitments.

Commitment Fee. The Company will pay, or will cause another Borrower agrees to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date)fee, which shall accrue for the period beginning on the FirstOmnibus Amendment Effective Date to and including the earlier of the date such Lender’s Commitment terminates and the Revolver Termination Date, at 0.20a rate (A) as of the close of business on each day when the Minimum Utilization Amount with respect to such Lender exceeds the aggregate principal amount of the Loans of such Lender, equal to (x) (i) during the March 2022 Convertible Notes Refinancing Distribution Period, 0.50% per annum, and (ii) at any other time, 2.00% per annum, in each case, on the excess of (i1) the Minimum Utilization Amount with respect to such Lender over (ii2) the aggregate principal amount of the Loans of such Lender as of the close of business on such day andplus (y) 0.50at any time, 0.375% per annum initially and, after delivery on the excess of (i) such Lender’s Commitment over (ii) the Minimum Utilization Amount with respect to such Lender or (B) as of the financial statements for close of business on each day when the aggregate principal amount of the Loans of such Lender equals or exceeds the Minimum Utilization Amount with respect to such Lender, 0.500.375% per annum on the excess of (i) such Lender’s Commitment over (ii) the aggregate principal amount of the Loans of such Lender as of the close of business on such day. Accrued commitment fees shall be payable in arrears (x) within one Business Day after each Quarterly Date and (y) on the earlier of the date the applicable Lender’s Commitments terminate and the Revolver Termination Date, commencing on the first three full fiscal quarters following such date to occur after the Closing FirstOmnibus Amendment Effective Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year of 360 days(including the first day but excluding the last day). For the purpose purposes of calculating any Multicurrency Revolving Lender’s Commitment Feecomputing commitment fees, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated Commitments shall be deemed to be zero. The Commitment Fee due used to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on extent of the Termination Date applicable to such Revolving Credit Facilityoutstanding Loans of all Lenders.

Commitment Fee. The Company will pay, or will cause another Borrower agrees to pay (with regard to the JPY Revolver Borrower-------------- Banks, to the extent permitted by Japanese Law, if applicable), to the Agent in accordance with their respective Commitment Ratios for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)Commitment, a commitment fee (the “Commitment Fee”) on the daily amount aggregate unborrowed balance of the Unused Revolving Credit Commitments Loan Commitment and the Fund Loan Commitment at a rate of such Revolving Credit Facility Lender during three-eighths of one percent (3/8%) per annum for each day from the preceding quarter (or shorter period commencing with Agreement Date until the Closing Maturity Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Final Maturity Date, pursuant as applicable to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”respective Commitment. All Commitment Fees Such commitment fee shall be computed on the basis of a year of 365/366 days for the actual number of days elapsed elapsed, shall be payable quarterly in arrears on each March 31, June 30, September 30 and December 31, commencing -8- on September 29, 1995 and on the Maturity Date or the Final Maturity Date, as applicable, and shall be fully earned when due and non-refundable when paid. The commitment fee payable under the Prior Loan Agreement shall be paid to the Banks by the Borrower in accordance with the terms and conditions of the Prior Loan Agreement." (h) Section 2.6 of the Loan Agreement, Prepayment, is hereby amended by ---------- (i) adding the word "Final" immediately before the phrase "Maturity Date" appearing in the second sentence thereof, and (ii) deleting the third sentence thereof in its entirety and substituting the following therefor: "Any notice of prepayment shall be irrevocable and all amounts prepaid on the Loans shall be applied to principal outstanding, first, under the Term Loan and the Fund Loans in inverse order of maturity and on a year weighted pro rata basis between the Term Loan and the Fund Loans, and then to the Revolving Loans." (i) Section 2.7(a) of 360 days. the Loan Agreement, Scheduled Repayments, is hereby -------------------- amended by (A) designating the existing language in such Section as a paragraph (i), entitled "For the purpose Term Loan," (B) deleting the last sentence of calculating any Multicurrency Revolving Lender’s Commitment Feesuch new ----------------- paragraph (i) in its entirety, and (C) adding the outstanding Swing Line Advances during following at the period for which end of such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.Section as a new paragraph (ii) thereof:

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a commitment fee, in Dollars, at a rate per annum equal to (i) with respect to the Revolving Lender under Loans, the applicable product of (ix) the Applicable Rate times (iiy) the actual daily amount by which the Aggregate Revolving Credit Facility Commitments exceed the sum of (other than yA) the Outstanding Amount of Revolving Loans and (zB) the Outstanding Amount of L/C Obligations, (ii) and with respect to the Delayed Draw Term Loans, the product of (x) the Applicable Rate times (y) the aggregate unfunded Delayed Draw Term Loan Commitments, each of the foregoing clauses (i) and (ii) subject to adjustment as provided in Section 2.15. The commitment fee (i) with respect to the Revolving Loans, shall accrue at all times during the Availability Period, including at any Defaulting Lender)time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Maturity Date of such applicable to the Aggregate Revolving Credit Facility Commitments and (pursuant ii) with respect to clause the Delayed Draw Term Loans, shall accrue commencing upon the date that is sixty (a60) days after the Ninth Amendment Effective Date, including at any time during which one or more of the definition of “Termination Date”)conditions in Article V is not met, a commitment fee (the “Commitment Fee”) and shall be due and payable quarterly in arrears on the daily amount last Business Day of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period each March, June, September and December, commencing with the Closing Date or ending with first such Termination date to occur sixty (60) days after the Ninth Amendment Effective Date), which shall accrue at 0.20% per annum initially and, after delivery until the termination of the financial statements Delayed Draw Term Loan Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the first three full fiscal quarters following unused portion of the Closing DateAggregate Revolving Commitments. When determining the Outstanding Amount of L/C Obligations for Letters of Credit issued by Lenders other than Bank of America for purposes of calculating the commitment fee, the Administrative Agent shall make such determinations using the information provided pursuant to Section 5.01(a)(i), at 2.03(l)(v) and any related Letter of Credit activity that posts subsequent to the applicable percentage per annum indicated in date of such information but prior to the pricing grid described in end of the definition of “Applicable Margin”. All Commitment Fees calendar quarter shall be computed on reflected in adjustments to the basis of commitment fee for the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilitynext billing cycle.

Commitment Fee. The Company will pay, or will cause another Borrower agrees to pay (with regard to Administrative Agent, for distribution to each Lender in proportion to that Lender's Pro Rata Share of the Working Capital Loan Commitments, commitment fees for the period from and including the Restatement Effective Date to but excluding the Expiry Date equal to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) average of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount unused portion of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20multiplied by .50% per annum initially andannum, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant such commitment fees to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed calculated on the basis of a 360-day year and the actual number of days elapsed and to be payable in arrears on and to (but not including) each January 31, April 30, July 31 and October 31, commencing on the first such date to occur after the Restatement Effective Date, and upon the termination of the Commitments; provided that the applicable rate set forth above shall be decreased by .125% per annum for the period commencing on the day after Borrower delivers a year of 360 daysCompliance Certificate pursuant to subsection 5.1(v) with respect to financial statements delivered pursuant to subsection 5.1(ii) demonstrating that the Second Adjustment Requirements are satisfied and ending on the day on which Borrower delivers a Compliance Certificate demonstrating that such conditions are no longer satisfied or on which Borrower is required to deliver a Compliance Certificate but fails to deliver such Compliance Certificate. For Anything contained in this Agreement to the purpose contrary notwithstanding, for purposes of calculating any Multicurrency Revolving Lender’s Commitment Feethe commitment fees payable by Borrower pursuant to this subsection 2.4A, the "unused portion of the Commitments", as of any date of determination, shall be an amount equal to the aggregate amount of Commitments as of such date minus the aggregate principal amount of all outstanding Loans (excluding Swing Line Loans) on such date, and the unused portion of the Commitments shall not be reduced by reason of outstanding Swing Line Advances during Loans, the period issuance of Letters of Credit or by any limitation of the amount available for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on borrowing thereunder set forth in the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.numbered paragraphs of subsection 2.2A.

Commitment Fee. (a) The Company will payBorrowers agree, or will cause another Borrower jointly and severally, to pay a commitment fee (with regard the "Commitment Fee") for the period (including, without limitation, any portion thereof when the Banks' obligations to lend shall be suspended by reason of the Borrowers' inability to satisfy the conditions of Article III) commencing on the Monthly Payment Date immediately preceding the Effective Date and continuing through the Termination Date in an amount equal to the JPY Revolver Borrower, to Applicable Fee Percentage (as determined in accordance with subsection (b)of this Section 2.9) per annum of the extent permitted by Japanese Law, if applicable), Unused Portion. Such Commitment Fee shall be payable to the Agent for the account ratable benefit of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable Banks in arrears on each Monthly Payment Date occurring after the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility Effective Date. (pursuant to clause (ab) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “The Applicable Margin”. All Commitment Fees Fee Percentage shall be computed determined by reference to the table set forth below on the basis of the actual number Indebtedness Ratio determined by reference to the most recent financial statements delivered pursuant to Section 5.1(a) or 5.1(b). Indebtedness Ratio Applicable Fee Percentage ------------------ ------------------------- Greater than 4.00:1.00 0.50% Less than or equal to 4.00:100 but greater than 3.00:100 0.375% Less than or equal to 3.00:100 0.25% Upon receipt of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Feefinancial statements delivered pursuant to Section 5.1(a) or Section 5.1(b), as applicable, the outstanding Swing Line Advances during Applicable Fee Percentage shall be adjusted, such adjustment being effective on the period for tenth Business Day after receipt of such financial statements and the Compliance Certificate to be delivered in connection therewith; provided, however, if the Borrowers shall not have timely delivered such financial statements in accordance with Section 5.1(a) or Section 5.1(b), as applicable, beginning with the date upon which such Multicurrency Revolving Lender’s Commitment financial statements should have been delivered and continuing until such financial statements are delivered, the Applicable Fee Percentage shall equal the Applicable Fee Percentage for the prior period; provided further, however, that if upon delivery of such financial statements the Applicable Fee Percentage is calculated adjusted upwards, the adjustment of the Applicable Fee Percentage shall be deemed retroactive to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to date upon which such Revolving Credit Facilityfinancial statements should have been delivered.

Commitment Fee. The Company will pay, or will cause another Borrower agrees to pay on each Quarterly Date after the Closing Date and on the Scheduled Commitment Termination Date (with regard if such Commitment Termination Date has not been extended pursuant to Section 2.3.1 or if any principal otherwise becomes due in respect of any Loans on the JPY Revolver BorrowerScheduled Commitment Termination Date) and on the Extension Date (if the Commitment Termination Date has been extended pursuant to Section 2.3.1) (each such date, to the extent permitted by Japanese Law, if applicablea "Commitment Fee Payment Date"), to the Administrative Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender)Lenders, payable in arrears on ratably according to their respective Percentages for the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding calendar quarter (or shorter period commencing portion thereof) preceding each such payment, a non-refundable fee equal to the sum of (i) the aggregate amount of, with respect to each day during the Closing calendar quarter (or portion thereof) preceding the related Commitment Fee Payment Date on which the aggregate outstanding amount of Revolving Loans was equal to or ending greater than the applicable Minimum Borrowing Amount, the Unutilized Commitment with respect to such Termination Date), which shall accrue at day multiplied by 0.20% per annum initially and(calculated on an actual/360-day basis) and (ii) the aggregate amount of, after delivery with respect to each day during the calendar quarter (or portion thereof) preceding the related Commitment Fee Payment Date on which the aggregate outstanding amount of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at Revolving Loans was less than the applicable percentage Minimum Borrowing Amount, the Unutilized Commitment with respect to such day multiplied by 0.25% per annum indicated in the pricing grid described in the definition of “Applicable Margin”(calculated on an actual/360-day basis). All Commitment Fees With respect to each Designated CP Conduit and its corresponding Designated CP Conduit Lender, there shall be computed on a single fee paid to the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Designated CP Conduit Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.

Commitment Fee. The Company will paySee Section 2.5(a). -------------- Confidential Information. See Section 10.14. ------------------------ Consolidated Net Income. For any fiscal period, the consolidated gross ----------------------- revenues of the Borrower and its Subsidiaries for such period, less all expenses and other proper charges (including taxes on income), all determined in accordance with GAAP, but in any event there shall be excluded or will cause another Borrower to pay deducted from such gross revenues: (with regard to the JPY Revolver Borroweri) any gain or loss arising from any write-up of assets, except to the extent permitted inclusion thereof shall be approved in writing by Japanese Law, if applicable), the Lender; (ii) earnings of any Subsidiary accrued prior to the Agent for date it became a Subsidiary; and (iii) the account net earnings of each Revolving Lender under the applicable Revolving Credit Facility any business entity (other than a Subsidiary or Permitted Venture) in which the Borrower or any Defaulting Lender)Subsidiary has an ownership interest, payable except to the extent such net earnings shall have actually been received by the Borrower or such Subsidiary in arrears the form of cash distributions. Consolidated Tangible Net Worth. At any date as of which the amount ------------------------------- thereof shall be determined, the consolidated total assets of the Borrower and its Subsidiaries, with Inventory and cost of goods determined on the last Business Day of Marcha "first in, Junefirst out" basis, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause minus (a) Consolidated Total Liabilities and (b) the sum of any amounts attributable to (i) the book value, net of applicable reserves, of all intangible assets of the definition Borrower and its Subsidiaries, including, without limitation, goodwill, trademarks, copyrights, patents and any similar rights, and unamortized debt discount and expense, (ii) all reserves not already deducted from assets or included in Consolidated Total Liabilities, (iii) any write-up in the book value of “Termination Date”assets resulting from any revaluation thereof subsequent to the date of the Initial Financial Statement, (iv) the value of any minority interests in any business entity (other than a Subsidiary or Permitted Venture), a commitment fee (v) the “Commitment Fee”value, if any, attributable to any capital stock of the Borrower or any Subsidiary held in treasury, and (vi) the value, if any, attributable to any notes or subscriptions receivable due from stockholders in respect of capital stock. Notwithstanding the foregoing, the Borrower may change the method by which it accounts for Inventory, provided that the Borrower has given the Lender thirty (30) days prior written notice of such change, and provided, further, that upon receipt of any such notice the Lender shall have the right, in its sole discretion, to modify the financial covenants set forth in Section 6 to account for such change. Consolidated Total Liabilities. At any date as of which the amount thereof ------------------------------ shall be determined, all obligations that should, in accordance with GAAP, be classified as liabilities on the daily amount consolidated balance sheet of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date)Borrower and its Subsidiaries, which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated including in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilityevent all Indebtedness.

Commitment Fee. (i) The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver BorrowerAdministrative Agent for the account of the Revolving Credit Lenders a commitment fee, from and including the date hereof in the case of each Revolving Credit Lender or from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, and in each case until the Termination Date, payable in arrears quarterly (calculated on a 360 day basis) on the last day of each March, June, September and December, commencing September 30, 2007, and on the Termination Date in respect of the Revolving Credit Facility, at the Applicable Revolving Commitment Fee Percentage of the average daily Unused Revolving Credit Commitment of such Lender (it being understood and agreed that any outstanding Swing Line Advances shall not constitute usage of the Revolving Credit Commitment of any of the Lenders for such purposes). (ii) The Borrower shall pay to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Term Lender under a commitment fee, from and including the applicable Revolving Credit Facility (date hereof in the case of each Term Lender or from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other than any Defaulting Lender), and in each case until the last day of the Availability Period, payable in arrears quarterly on the last Business Day of each March, June, September and December in each yearDecember, commencing September 30, 2007, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) last day of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i)Availability Period, at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All First Lien Commitment Fees shall be computed on the basis Fee Percentage of the actual number daily amount by which the aggregate Term Commitments exceed the aggregate amount of days elapsed in a year of 360 daysTerm Advances. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment FeeIn each case, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated commitment fee shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue calculated quarterly in arrears (calculated on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilitya 360 day basis).

Commitment Fee. The Company will payIn consideration of the Revolving Commitments -------------- hereunder, or will cause another the Borrower agrees to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account ratable benefit of each the Lenders a commitment fee (the "Commitment Fee") for the -------------- period from the Closing Date to the Termination Date equal to the Applicable Percentage per annum on the average daily unused amount of the Aggregate Revolving Lender under Committed Amount for the applicable period, provided during any period -------- that (a) the Applicable Percentage is based on pricing level III or pricing level IV and (b) the unused amount of the Aggregate Revolving Credit Facility Committed Amount is less than fifty percent (other than any Defaulting Lender)50%) of the Aggregate Revolving Committed Amount, the Commitment Fee shall be equal to the product of the Applicable Percentage multiplied by two (2) per annum on the average daily unused amount of the Aggregate Revolving Committed Amount for the applicable period. The Commitment Fee shall be payable quarterly in arrears on the last Business Day of each March, June, September and December in each year, for the immediately preceding quarter (or a portion thereof) beginning with the first such date to occur after the Closing Date and on the Termination Date Date. For purposes of such Revolving Credit Facility (pursuant to clause (a) computation of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, Swingline Loans shall not be counted toward or considered usage under the outstanding Swing Line Advances during the period for which such Multicurrency Aggregate Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit FacilityCommitted Amount.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Lender under in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the applicable Applicable Rate times the actual daily amount by which the Aggregate CHAR1\1806478v11CHAR1\1928004v5 Revolving Credit Commitments exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility (other than for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Availability Period, including at any Defaulting Lender)time during which one or more of the conditions in Article IV is not met, and shall be Article CXXV due and payable quarterly in arrears on the last Business Day of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Date last day of the Availability Period and Article CXXV accrued through and including the date that is two (2) Business Days prior to the last day of each calendar quarter in arrears (it being understood that the remaining days left in each such Revolving calendar quarter shall be accrued and included in the next consecutive calendar quarter’s computation by the Administrative Agent); provided, that, if at any time there shall be outstanding a Letter of Credit Facility (pursuant denominated in an Alternative Currency that was not issued by Bank of America, the commitment fee with respect to clause (aany period shall be adjusted to reconcile any mis-computation with respect to the immediately preceding period resulting from the applicable L/C Issuer(s) failing to provide the Administrative Agent with correct and complete information regarding such Letter(s) of Credit in the definition applicable Letter of “Termination Date”Credit Report (or failing to deliver such Letter of Credit Report), a . The commitment fee (shall be calculated quarterly in arrears, and if there is any change in the “Commitment Fee”) on Applicable Rate during any quarter, the actual daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on and multiplied by the basis of the actual number of days elapsed Applicable Rate separately for each period during such quarter that such Applicable Rate was in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilityeffect.

Commitment Fee. (i) The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each U.S. Revolving Credit Lender under in accordance with its Applicable Revolving Credit Percentage, a commitment fee in Dollars equal to the applicable Applicable Fee Rate times the actual daily amount by which the U.S. Revolving Credit Facility (other than exceeds the Outstanding Amount of U.S. Revolving Credit Loans, subject to adjustment as provided in Section 2.17. The commitment fee shall accrue at all times during the Availability Period, including at any Defaulting Lender)time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Restatement Date, and on the Termination Date last day of such the Availability Period for the U.S. Revolving Credit Facility Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. (pursuant ii) The Company shall pay to clause (a) the Administrative Agent for the account of the definition of “Termination Date”)each Multicurrency Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee (in Dollars equal to the “Commitment Fee”) on Applicable Fee Rate times the actual daily amount of by which the Unused Revolving Credit Commitments of such Multicurrency Revolving Credit Facility Lender exceeds the sum of (i) the Outstanding Amount of Multicurrency Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the Commitment Fee. The commitment fee shall accrue at all times during the preceding quarter (Availability Period, including at any time during which one or shorter period more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the Closing Date or ending with first such Termination date to occur after the Restatement Date), which shall accrue at 0.20% per annum initially and, after delivery and on the last day of the financial statements Availability Period for the first three full fiscal quarters following the Closing DateMulticurrency Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated and if there is any change in the pricing grid described in Applicable Fee Rate during any quarter, the definition of “Applicable Margin”. All Commitment Fees actual daily amount shall be computed on and multiplied by the basis Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. (iii) New HoldCo shall pay to the Administrative Agent for the account of each Term A-1 Lender in accordance with its Applicable Term A-1 Percentage, a commitment fee in Dollars equal to 0.50% times the actual number daily amount by which the Term A-1 Facility exceeds the Outstanding Amount of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.Term A-1

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than the UK Swing Line Lender) in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the Applicable Rate for the Commitment Fee times the actual daily amount by which the Aggregate Commitments (US) exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations (excluding the UK Issued L/Cs). The Company shall pay to the UK Swing Line Lender for its own account a commitment fee in Dollars equal to the Applicable Rate for the Commitment Fee times the actual daily amount by which the UK Sublimit exceeds the sum of (i) the Outstanding Amount of UK Swing Line Loans and (ii) the Outstanding Amount of L/C Obligations with respect to UK Issued L/Cs. Notwithstanding the preceding two sentences, for any Defaulting period during which the Applicable Percentage (UK Included) is applicable, the Company shall pay to the Administrative Agent for the account of each Lender (including the UK Swing Line Lender) a commitment fee in Dollars equal to the Applicable Rate for the Commitment Fee times the actual daily amount by which the Aggregate Combined Commitments exceed the sum of (i) the Outstanding Amount of Committed Loans and UK Swing Line Loans and (ii) the Outstanding Amount of L/C Obligations (including the UK Issued L/Cs), which fee shall be in lieu of, and not in addition to, the fees provided above in this Section 2.09. The commitment fees shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on or before the later of (x) the last Business Day of each March, June, September and December in each yearand (z) five Business Days after receipt by the applicable Borrower of an invoice therefor, commencing with the first such date to occur after the Closing Date, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of Maturity Date. The commitment fees shall be calculated quarterly in arrears, and if there is any change in the definition of “Termination Date”)Applicable Rate during any quarter, a commitment fee (the “Commitment Fee”) on the actual daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on and multiplied by the basis of the actual number of days elapsed Applicable Rate separately for each period during such quarter that such Applicable Rate was in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilityeffect.

Commitment Fee. The Company will pay, or will cause another Borrower to Borrowers shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Agent for the account benefit of each Revolving Lender Bank a commitment fee (the "Commitment Fee") computed at the rate of 0.50% per year on the average daily undisbursed portion of such Bank's Commitment from the date hereof to and including the Termination Date; provided that, in the event the Applicable Margin is reduced from the level applicable on the Closing Date, the Commitment Fee shall be computed at the rate of 0.375% per year on the average daily amount portion of such Bank's Commitment so long as such reduced Applicable Margin is in place and no Unmatured Event of Default or Event of Default has occurred hereunder or under the applicable Revolving Credit Facility other Loan Documents. In the event that after any such reduction in the Commitment Fee (other than any Defaulting Lender)1) the Applicable Margin increases back to the level in effect on the Closing Date, or (2) there occurs an Unmatured Event of Default or an Event of Default, the Commitment Fee shall immediately increase to the rate of 0.50% per annum. The Commitment Fee shall be payable (1) quarterly in arrears on the last Business Day day of March, June, September September, and December in each yearyear during the term of the Banks' Commitments, commencing June 30, 1995, (2) on the date or dates, if any, on which the Commitments are reduced, and (3) on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) Date. Each installment of the definition Commitment Fee shall be deemed fully earned and non-refundable when due. For purposes of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount calculation of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances amount of Letter of Credit Liability during the period for which such Multicurrency Revolving Lender’s the Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each "disbursed" under the Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit FacilityCredit.

Commitment Fee. The Company will paySee Section 2.7(a). -------------- Confidential Information. See Section 10.14. ------------------------ Consolidated Net Income. For any fiscal period, the consolidated gross ----------------------- revenues of the Borrower and its Subsidiaries for such period, less all expenses and other proper charges (including taxes on income), all determined in accordance with GAAP, but in any event there shall be excluded or will cause another Borrower to pay deducted from such gross revenues: (with regard to the JPY Revolver Borroweri) any gain or loss arising from any write-up of assets, except to the extent permitted inclusion thereof shall be approved in writing by Japanese Law, if applicable), the Lender; (ii) earnings of any Subsidiary accrued prior to the Agent for date it became a Subsidiary; and (iii) the account net earnings of each Revolving Lender under the applicable Revolving Credit Facility any business entity (other than a Subsidiary or Permitted Venture) in which the Borrower or any Defaulting Lender)Subsidiary has an ownership interest, payable except to the extent such net earnings shall have actually been received by the Borrower or such Subsidiary in arrears the form of cash distributions. Consolidated Tangible Net Worth. At any date as of which the amount ------------------------------- thereof shall be determined, the consolidated total assets of the Borrower and its Subsidiaries, with Inventory and cost of goods determined on the last Business Day of Marcha "first in, Junefirst out" basis, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause minus (a) Consolidated Total Liabilities and (b) the sum of any amounts attributable to (i) the book value, net of applicable reserves, of all intangible assets of the definition Borrower and its Subsidiaries, including, without limitation, goodwill, trademarks, copyrights, patents and any similar rights, and unamortized debt discount and expense, (ii) all reserves not already deducted from assets or included in Consolidated Total Liabilities, (iii) any write-up in the book value of “Termination Date”assets resulting from any revaluation thereof subsequent to the date of the Initial Financial Statement, (iv) the value of any minority interests in any business entity (other than a Subsidiary or Permitted Venture), a commitment fee (v) the “Commitment Fee”value, if any, attributable to any capital stock of the Borrower or any Subsidiary held in treasury, and (vi) the value, if any, attributable to any notes or subscriptions receivable due from stockholders in respect of capital stock. Notwithstanding the foregoing, the Borrower may change the method by which it accounts for Inventory, provided that the Borrower has given the Lender thirty (30) days prior written notice of such change, and provided, further, that upon receipt of any such notice the Lender shall have the right, in its sole discretion, to modify the financial covenants set forth in Section 6 to account for such change. Consolidated Total Liabilities. At any date as of which the amount thereof ------------------------------ shall be determined, all obligations that should, in accordance with GAAP, be classified as liabilities on the daily amount consolidated balance sheet of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date)Borrower and its Subsidiaries, which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated including in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilityevent all Indebtedness.

Commitment Fee. The Company will pay, or will cause another U.S. Borrower agrees to pay (with regard to the JPY Revolver BorrowerAdministrative Agent, to the extent permitted by Japanese Law, if applicable), to the Agent for the pro rata account of each Revolving Lender under determined in accordance with each Lender's Percentage, for the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears period commencing on the last Business Day of March, June, September Effective Date and December in each year, and on continuing through the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Commitment Termination Date”), a commitment fee (the “"Commitment Fee”") on the daily amount sum of the Unused Revolving Credit Commitments average daily unused portion of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with Commitment Amount at the Closing Date or ending with such Termination Date), which shall accrue at 0.20% rates per annum initially anddetermined by reference to the Debt Rating in effect from time to time as set forth below; (provided, however, that no change in the commitment fee rate shall be effective until three Business Days after delivery the date on which the Administrative Agent receives evidence reasonably satisfactory to it from Group or the U.S. Borrower that a new Debt Rating is in effect): Commitment Debt Rating Fee Rate ----------- -------- A- or A3 or higher 0.100% BBB+ or Baa1 0.125% BBB or Baa2 0.150% BBB- or Baa3 0.200% BB+ or Ba1 or lower 0.250% In the event that at any time no Debt Rating shall be in effect, the applicable rate per annum for purposes of determining the financial statements commitment fees provided for under this Section shall be 0.250%. The fee payable under this Section shall be payable by the U.S. Borrower in arrears on each Quarterly Payment Date, commencing on the first three full fiscal quarters following such date after the Closing Effective Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed and on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating Commitment Termination Date for any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period then ending for which such Multicurrency Revolving Lender’s Commitment Fee is calculated fee shall be deemed to be zeronot theretofore have been paid. The amount of any Loans made, Letters of Credit issued and Acceptances created by the Fronting Bank and not funded by the other Lenders will constitute usage of the Commitment Fee due Amount for purposes of calculating the commitment fee payable to each Revolving Lender shall commence Lenders (other than the Fronting Bank) pursuant to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilitythis Section.

Commitment Fee. The Company will payAccruing from the date hereof until the Expiration Date, or will cause another Borrower the Borrowers agree to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender)Bank, payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of as consideration for such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)Bank's Commitment hereunder, a nonrefundable commitment fee (the “"Commitment Fee”") on computed using the daily amount rate per annum (the "Commitment Fee Applicable Margin") set forth below measured in respect of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery Leverage Ratio as of the financial statements for end of each fiscal quarter: (a) if the first three full fiscal quarters following Leverage Ratio is less than or equal to 2.0 to 1.0, then the Closing DateCommitment Fee Applicable Margin shall be .25%; and (b) if the Leverage Ratio is greater than 2.0 to 1.0 but less than or equal to 3.0 to 1.0, pursuant then the Commitment Fee Applicable Margin shall be .30%; and (c) if the Leverage Ratio is greater than 3.0 to Section 5.01(a)(i)1.0, at then the applicable percentage per annum indicated in the pricing grid described in the definition of “Commitment Fee Applicable Margin”Margin shall be .35%. All The Commitment Fees Fee shall be computed on the basis of the actual number of days elapsed in a year of 360 365 or 366 days, as the case may be, and actual days elapsed on the average daily difference between the amount of such Bank's Commitment as the same may be constituted from time to time and the Revolving Facility Usage. For Any changes in the purpose Commitment Fee pursuant to the provisions of calculating this Section 2.3 shall become effective from the fifth day after the Agent shall have received the Certificate delivered pursuant to Section 8.3.4 in respect of such fiscal quarter; provided, that, in the event that the Certificate delivered pursuant to Section 8.3.4 for any Multicurrency Revolving Lender’s fiscal quarter is not delivered within ten (10) days of the date required by Section 8.3 (no waiver by the Agent being implied thereby), then the Commitment FeeFee shall be calculated on the basis of the percentage set forth in item (c) above commencing as of the date such certificate was required to be delivered until the delivery of such certificate. All Commitment Fees shall be payable in arrears on the first Business Day of each January, April, July and October after the date hereof and on the Expiration Date or upon acceleration of the Notes. Notwithstanding anything herein to the contrary, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated Applicable Margin prior to the delivery of the audited year-end financial statements for fiscal year 1996 shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.30%.

Commitment Fee. The Company will pay, or will cause another Borrower to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.. AMERICAS/2024254939.6 80 Sealed Air – 4th A&R Syndicated Facility Agt

Commitment Fee. The Company will pay, or will cause another Borrower agrees to pay on each Quarterly Date after the Closing Date and on the Scheduled Commitment Termination Date (with regard if such Commitment Termination Date has not been extended pursuant to Section 2.3.1 or if any principal otherwise becomes due in respect of any Loans on the JPY Revolver BorrowerScheduled Commitment Termination Date) and on the Extension Date (if the Commitment Termination Date has been extended pursuant to Section 2.3.1) (each such date, to the extent permitted by Japanese Law, if applicablea “Commitment Fee Payment Date”), to the Administrative Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender)Lenders, payable in arrears on ratably according to their respective Percentages for the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding calendar quarter (or shorter period commencing portion thereof) preceding each such payment, a non-refundable fee equal to the sum of (i) the aggregate amount of, with respect to each day during the Closing calendar quarter (or portion thereof) preceding the related Commitment Fee Payment Date on which the aggregate outstanding amount of Revolving Loans was equal to or ending greater than the applicable Minimum Borrowing Amount, the Unutilized Commitment with respect to such Termination Date), which shall accrue at day multiplied by 0.20% per annum initially and(calculated on an actual/360-day basis) and (ii) the aggregate amount of, after delivery with respect to each day during the calendar quarter (or portion thereof) preceding the related Commitment Fee Payment Date on which the aggregate outstanding amount of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at Revolving Loans was less than the applicable percentage Minimum Borrowing Amount, the Unutilized Commitment with respect to such day multiplied by 0.25% per annum indicated in the pricing grid described in the definition of “Applicable Margin”(calculated on an actual/360-day basis). All Commitment Fees With respect to each Designated CP Conduit and its corresponding Designated CP Conduit Lender, there shall be computed on a single fee paid to the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Designated CP Conduit Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.

Commitment Fee. (i) The Company will pay, or will cause another Borrower to Borrowers shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each USD Revolving Lender under in accordance with its Applicable USD Revolving Percentage, a commitment fee in Dollars equal to (x) from the applicable Fifth Amendment Effective Date to the fifth (5th) Business Day after the date of delivery of the Compliance Certificate for the fiscal quarter ending June 30, 2019, 0.225% and (y) thereafter, the Applicable Rate times the actual daily amount by which the Aggregate USD Revolving Credit Facility Commitments exceed the sum of (other than i) the Outstanding Amount of USD Revolving Loans and (ii) the Outstanding Amount of L/C-BA Obligations, subject to adjustment as provided in Section 2.16. (ii) The Borrowers shall pay to the Administrative Agent for the account of each Multi-Currency Revolving Lender in accordance with its Applicable Multi-Currency Revolving Percentage, a commitment fee in Dollars equal to (x) from the Fifth Amendment Effective Date to the fifth (5th) Business Day after the date of delivery of the Compliance Certificate for the fiscal quarter ending June 30, 2019, 0.225% and (y) thereafter, the Applicable Rate times the actual daily amount by which the Aggregate Multi-Currency Revolving Commitments exceed the Outstanding Amount of Multi-Currency Revolving Loans, subject to adjustment as provided in Section 2.16. (iii) The Borrowers shall pay to the Administrative Agent for the account of each Specified Currency Revolving Lender in accordance with its Applicable Specified Currency Revolving Percentage, a commitment fee in Dollars equal to (x) from the Fifth Amendment Effective Date to the fifth (5th) Business Day after the date of delivery of the Compliance Certificate for the fiscal quarter ending June 30, 2019, 0.225% and (y) thereafter, the Applicable Rate times the actual daily amount by which the Aggregate Specified Currency Revolving Commitments exceed the Outstanding Amount of Specified Currency Revolving Loans, subject to adjustment as provided in Section 2.16. (iv) The commitment fee shall accrue at all times during the Availability Period, including at any Defaulting Lender)time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) last day of the definition of “Termination Date”), a Availability Period. The commitment fee (shall be calculated quarterly in arrears, and if there is any change in the “Commitment Fee”) on Applicable Rate during any quarter, the actual daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on and multiplied by the basis of the actual number of days elapsed Applicable Rate separately for each period during such quarter that such Applicable Rate was in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilityeffect.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver BorrowerAdministrative Agent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)accordance with its Applicable Percentage, a commitment fee (the “Commitment Fee”) on at a rate per annum equal to (i) with respect to the Aggregate Revolving A Commitments, the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Revolving A Commitments exceed the sum of (y) the Unused Outstanding Amount of Revolving Credit Commitments A Loans and (z) the Outstanding Amount of such L/C Obligations, subject to adjustment as provided in Section 2.15, (ii) with respect to the Aggregate Revolving Credit Facility Lender during B Commitments, the preceding quarter product of (or shorter period commencing with A) the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of Rate times (B) the actual number daily amount by which the Aggregate Revolving B Commitments exceed the Outstanding Amount of days elapsed Revolving B Loans, subject to adjustment as provided in a year of 360 days. For Section 2.15, and (iii) with respect to the purpose of calculating any Multicurrency Aggregate Revolving Lender’s Commitment FeeC Commitments, the outstanding Swing Line Advances during product of (A) the period for Applicable Rate times (B) the actual daily amount by which such Multicurrency the Aggregate Revolving Lender’s Commitment Fee is calculated shall be deemed C Commitments exceed the Outstanding Amount of Revolving C Loans, subject to be zeroadjustment as provided in Section 2.15. The Commitment Fee shall accrue at all times during the applicable Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to each occur after the Eighteenth Amendment Effective Date, and on the Maturity Date for the Revolving Lender A Loans, the Revolving B Loans, and the Revolving C Loans; provided, that (A) no Commitment Fee shall commence to accrue on the Closing Date Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Revolving Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall cease to accrue on not be payable by the Termination Date applicable to Company so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of clarification, (x) Revolving Credit FacilityA Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving A Commitments, and (y) Revolving B Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving B Commitments.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a commitment fee, in Dollars, at a rate per annum equal to (i) with respect to the Revolving Lender under Loans, the applicable product of (x) the Applicable Rate times (y) the actual daily amount by which the Aggregate Revolving Credit Facility Commitments exceed the sum of (other than A) the Outstanding Amount of Revolving Loans and (B) the Outstanding Amount of L/C Obligations (ii) and with respect to the Delayed Draw Term Loans, the product of (x) the Applicable Rate times (y) the aggregate unfunded Delayed Draw Term Loan Commitments, each of the foregoing clauses (i) and (ii) subject to adjustment as provided in Section 2.15. The commitment fee (i) with respect to the Revolving Loans, shall accrue at all times during the Availability Period, including at any Defaulting Lender)time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Maturity Date of such applicable to the Aggregate Revolving Credit Facility Commitments and (pursuant ii) with respect to clause the Delayed Draw Term Loans, shall accrue commencing upon the date that is sixty (a60) days after the Ninth Amendment Effective Date, including at any time during which one or more of the definition of “Termination Date”)conditions in Article V is not met, a commitment fee (the “Commitment Fee”) and shall be due and payable quarterly in arrears on the daily amount last Business Day of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period each March, June, September and December, commencing with the Closing Date or ending with first such Termination date to occur sixty (60) days after the Ninth Amendment Effective Date), which shall accrue at 0.20% per annum initially and, after delivery until the termination of the financial statements Delayed Draw Term Loan Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the first three full fiscal quarters following unused portion of the Closing DateAggregate Revolving Commitments. When determining the Outstanding Amount of L/C Obligations for Letters of Credit issued by Lenders other than Bank of America for purposes of calculating the commitment fee, the Administrative Agent shall make such determinations using the information provided pursuant to Section 5.01(a)(i), at 2.03(l)(v) and any related Letter of Credit activity that posts subsequent to the applicable percentage per annum indicated in date of such information but prior to the pricing grid described in end of the definition of “Applicable Margin”. All Commitment Fees calendar quarter shall be computed on reflected in adjustments to the basis of commitment fee for the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilitynext billing cycle.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Credit Lender under (other than a Defaulting Lender as set forth in Section 2.16) in accordance with its Applicable Revolving Credit Percentage, a commitment fee in Dollars equal to the applicable Applicable Rate times the actual daily amount by which the U.S. Revolving Credit Facility or the Alternative Revolving Credit Facility, as applicable, exceeds the sum of (other than i) the Outstanding Amount of the relevant Revolving Credit Loans and (ii) in the case of the U.S. Revolving Credit Facility, the Outstanding Amount of the U.S. L/C Obligations, subject to adjustment as provided in Section 2.16 (the “Commitment Fee”). The commitment fee shall accrue at all times during the Availability Period, including at any Defaulting Lender)time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December in each yearDecember, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with first such Termination Date), which shall accrue at 0.20% per annum initially and, date to occur after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such last day of the Availability Period for the relevant Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, U.S. Swing Line Loans shall not be counted towards the Outstanding Amount of any Revolving Credit Loans or any U.S. L/C Obligations.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a commitment fee (i) in the event Total Outstandings are equal to or less than fifty-percent (50%) of the Aggregate Commitments, equal to .375% multiplied by the actual daily amount by which the Aggregate Commitments exceed the sum of (A) the Outstanding Amount of Revolving Lender under Loans, and (B) the applicable Outstanding Amount of L/C Obligations, or (ii) in the event Total Outstandings are greater than fifty-percent (50%) of the Aggregate Commitments, equal to .250% multiplied by the actual daily amount by which the Aggregate Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Facility Loans, and (other than B) the Outstanding Amount of L/C Obligations. For avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Aggregate Commitments. The commitment fee shall accrue at all times during the Availability Period, including at any Defaulting Lender)time during which one or more of the conditions in Article IV is not met, and shall be due and payable (i) quarterly in arrears on the last Business Day of each March, June, September and December, commencing on December in each year31, 2012, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”ii) on the daily amount last day of the Unused Availability Period. The commitment fee shall be calculated quarterly in arrears provided that (1) no commitment fees shall accrue on the Revolving Credit Commitments Loans in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any commitment fee accrued with respect to the Revolving Credit Facility Loans of a Defaulting Lender during the preceding quarter (or shorter period commencing with prior to the Closing Date or ending with time such Termination Date), which Lender became a Defaulting Lender and unpaid at such time shall accrue at 0.20% per annum initially and, after delivery of not be payable by the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees Borrower so long as such Lender shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Defaulting Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.

Commitment Fee. The Company will payBorrowers agree, or will cause another Borrower jointly and severally, to pay (with regard to the JPY Revolver BorrowerAdministrative Agent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under Lender, for each day during the applicable Revolving Credit Facility period (other than including any Defaulting Lender), payable in arrears portion thereof when any of its Commitments are suspended by reason of the Borrowers' inability to satisfy any condition of ARTICLE V) commencing on the last Business Day Closing Date and continuing to but excluding the Commitment Termination Date, a commitment fee at a rate equal to 0.625% per annum, on such Lender's Percentage of Marchthe difference on such day of the Revolving Loan Commitment Amount less the Revolving Outstandings (net of Swingline Loans); PROVIDED, JuneHOWEVER, September that during the period from the Closing Date to but excluding the earlier of (i) the date upon which all of the obligations of the Borrowers under SECTIONS 7.1.12 and December 7.1.13 have been satisfied in each yearfull and (ii) the 60th day immediately following the Closing Date, and on the Termination Date commitment fee shall not accrue or otherwise be payable with respect to that portion of such the Revolving Credit Facility Loan Commitment Amount, if any, which exceeds the Borrowing Base Amount solely as a result of the exclusion of the orderly liquidation value of real property assets of the Borrowers from the Borrowing Base Amount in accordance with CLAUSE (pursuant to clause (aA)(vii) of the definition of “Termination "Eligible PP&E". All commitment fees payable pursuant to this Section shall be calculated on a year comprised of 360 days and shall be paid by the Borrowers in arrears on each Quarterly Payment Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing first Quarterly Payment Date on or ending with such following June 30, 2002, and on the Commitment Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Lender in accordance with its Revolving Lender under Commitment Percentage thereof, a commitment fee, in Dollars, equal to the Applicable Percentage of the actual daily amount by which the Aggregate Revolving Committed Amount exceeds the sum of (i) the Outstanding Amount of Revolving Loans plus (ii) the Outstanding Amount of L/C Obligations; provided, however, that if at any time the principal balance outstanding with respect to the Revolving Loan is equal to or less than a third (1/3rd) of the Aggregate Revolving Committed Amount, the Applicable Percentage otherwise applicable shall be increased (for each day for which the condition persists) by 0.075% for purposes of calculating the commitment fee payable. The commitment fee for the Revolving Credit Facility (other than Commitments shall accrue at all times during the Revolving Commitment Period, including at any Defaulting Lender)time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last first Business Day after the end of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a . The commitment fee (for the “Commitment Fee”) on Revolving Commitments shall be calculated quarterly in arrears, and if there is any change in the Applicable Percentage during any quarter, the actual daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on and multiplied by the basis Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect. For purposes hereof, Swingline Loans shall not be counted toward or be considered as usage of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Aggregate Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit FacilityCommitted Amount.

Commitment Fee. The Company will pay, or will cause another Borrower to Borrowers shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)accordance with its Pro Rata Share, a commitment fee (the “Commitment Fee”) in Dollars equal to 0.3750.25% (the “Commitment Fee Percentage”) per annum times the amount by which the Aggregate Commitments exceeded the sum of (i) the average daily actual Outstanding Amount of Revolving Loans (but not Swing Line Loans) and (ii) the average daily actual Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.18, during the immediately preceding calendar quarter; provided, that if, for any calendar quarter, the sum of (i) the average daily actual Outstanding Amount of Revolving Loans (but not Swing Line Loans) and (ii) the average daily actual Outstanding Amount of L/C Obligations is greater than or equal to 50% of the Aggregate Commitments, subject to adjustment as provided in Section 2.18, the Commitment Fee Percentage for such calendar quarter shall equal 0.25%. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and the amount accrued through the end of each calendar quarter shall be due and payable in arrears on the daily amount first day of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period each calendar quarter, commencing with the first such date to occur after the Closing Date or ending with such Termination and on the Revolving Credit Maturity Date. The Commitment Fee shall be calculated quarterly in arrears. Notwithstanding anything to the contrary contained in this Section 2.10(a), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose purposes of calculating any Multicurrency Revolving Lender’s the Commitment FeeFee for the calendar quarter ended December 31, 2012, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated Percentage from the beginning of such calendar quarter until the First Amendment Effective Date shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility0.50%.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of (i) each Revolving Credit Lender under in accordance with its Applicable Revolving Credit Percentage, a commitment fee in Dollars equal to the applicable Applicable Rate with respect to the Commitment Fee times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (other than any Defaulting LenderA) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations under the Revolving Credit Facility, subject to adjustment as provided in Section 2.17 (for the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Credit Commitments for purposes of determining the "Commitment Fee"), (ii) each Performance Letter of Credit Lender in accordance with its Applicable Performance Letter of Credit Percentage, a Commitment Fee in Dollars equal to the Applicable Rate with respect to the Commitment Fee times the actual daily amount by which the Performance Letter of Credit Facility exceeds the sum of the Outstanding Amount of L/C Obligations under the Performance Letter of Credit Facility, subject to adjustment as provided in Section 2.17, and (iii) each Term A-2 Lender in accordance with its Applicable Percentage of the Term A-2 Facility, a commitment fee in Dollars equal to the Applicable Rate with respect to the Commitment Fee times the actual daily amount by which the aggregate Term A-2 Commitments exceed the Outstanding Amount of Term A-2 Loans (collectively and as the context requires, the "Commitment Fee"). The Commitment Fee with respect to each applicable Facility shall accrue at all times during the relevant Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December in each yearDecember, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with first such Termination Date), which shall accrue at 0.20% per annum initially and, date to occur after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i)and, at the applicable percentage per annum indicated in the pricing grid described in case of the definition of “Applicable Margin”. All Commitment Fees shall be computed Fee with respect to (A) the Revolving Credit Facility, on the basis last day of the actual number Availability Period for the Revolving Credit Facility, (B) the Performance Letter of days elapsed in a year Credit Facility, on the last day of 360 days. For the purpose Availability Period for the Performance Letter of calculating any Multicurrency Revolving Lender’s Commitment FeeCredit Facility, or (C) the outstanding Swing Line Advances during Term A-2 Facility, on the period last day of the Availability Period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zerothe Term A-2 Facility. The Commitment Fee due to shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to period during such Revolving Credit Facilityquarter that such Applicable Rate was in effect.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Credit Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)accordance with its Applicable Percentage, a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter equal to (or shorter period commencing with the Closing Date or ending with such Termination Date)i) initially, which shall accrue at 0.20% per annum initially andon the actual daily amount by which the aggregate Revolving Credit Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (disregarding for the purposes of such calculation, after the Outstanding Amount of any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations and (ii) upon delivery of the financial statements for Compliance Certificate received by the Administrative Agent in respect of the first three full fiscal quarters following quarter ending after the Closing Date, the percentages per annum (set forth in the table below, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.01(a)(iSections 6.02(a)) on the actual daily amount by which the aggregate Revolving Credit Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (disregarding for purposes of such calculation, the Outstanding Amount of any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations: > 4.50:1.00 0.30% < 4.50:1.00 and > 3.75:1.00 0.25% < 3.75:1.00 and > 3.00:1.00 0.20% < 3.00:1.00 and > 2.25:1.00 0.15% The Commitment Fee shall accrue at all times from the applicable percentage per annum indicated Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees Article IV is not met, and shall be computed due and payable quarterly in arrears on the basis last Business Day of each March, June, September and December, commencing with the actual number of days elapsed in a year of 360 days. For first such date to occur after the purpose of calculating any Multicurrency Closing Date, and on the Maturity Date for the Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zeroCredit Facility. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilitybe calculated quarterly in arrears.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver BorrowerAdministrative Agent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)accordance with its Applicable Percentage, a commitment fee (the “Commitment Fee”) on at a rate per annum equal to (i) with respect to the Aggregate Revolving A Commitments, the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Revolving A Commitments exceed the sum of (y) the Unused Outstanding Amount of Revolving Credit Commitments A Loans and (z) the Outstanding Amount of such L/C Obligations, subject to adjustment as provided in Section 2.15, and (ii) with respect to the Aggregate Revolving Credit Facility Lender during B Commitments, the preceding quarter product of (or shorter period commencing with A) the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of Rate times (B) the actual number daily amount by which the Aggregate Revolving B Commitments exceed the Outstanding Amount of days elapsed Revolving B Loans, subject to adjustment as provided in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zeroSection 2.15. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to each Revolving Lender occur after the Initial Borrowing Date, and on the Maturity Date; provided, that (A) no Commitment Fee shall commence to accrue on the Closing Date Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Revolving Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall cease to accrue on not be payable by the Termination Date applicable to Company so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving Credit FacilityA Commitments.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of the Lenders a commitment fee, (i) from the date hereof in the case of each Revolving Initial Lender under and from the applicable Revolving Credit Facility (effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other than any Defaulting Lender)Lender until the Incremental Revolver Date, payable in arrears quarterly on the last Business Day of each fiscal quarter of the Borrower ending in March, June, September and December, commencing on March 31, 2006, and on the Incremental Revolver Date, at the rate of 0.375% per annum on the average daily Unused Revolving Credit Commitment of such Lender during such quarter and (ii) from the Incremental Revolver Date in the case of each Lender party to the Incremental Revolver Agreement and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender thereafter in the case of each other Lender until the Termination Date in respect of the Revolving Credit Facility, payable in arrears quarterly on the last Business Day of each fiscal quarter of the Borrower ending in March, June, September and December, commencing on December in each year31, 2009, and on the Termination Date of such Revolving Credit Facility (pursuant Date, at the Applicable Percentage in effect from time to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) time on the average daily amount of the Unused Revolving Credit Commitment of such Lender during such quarter; provided, however, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Defaulting Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.”

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than the UK Swing Line Lender) in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the Applicable Rate for the Commitment Fee times the actual daily amount by which the Aggregate Commitments (US) exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations (excluding the UK Issued L/Cs). The Company shall pay to the UK Swing Line Lender for its own account a commitment fee in Dollars equal to the Applicable Rate for the Commitment Fee times the actual daily amount by which the UK Sublimit exceeds the sum of (i) the Outstanding Amount of UK Swing Line Loans and (ii) the Outstanding Amount of L/C Obligations with respect to UK Issued L/Cs. Notwithstanding the preceding two sentences, for any Defaulting period during which the Applicable Percentage (UK Included) is applicable, the Company shall pay to the Administrative Agent for the account of each Lender (including the UK Swing Line Lender) a commitment fee in Dollars equal to the Applicable Rate for the Commitment Fee times the actual daily amount by which the Aggregate Combined Commitments exceed the sum of (i) the Outstanding Amount of Committed Loans and UK Swing Line Loans and (ii) the Outstanding Amount of L/C Obligations (including the UK Issued L/Cs), which fee shall be in lieu of, and not in addition to, the fees provided above in this Section 2.09. The commitment fees shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of Maturity Date. The commitment fees shall be calculated quarterly in arrears, and if there is any change in the definition of “Termination Date”)Applicable Rate during any quarter, a commitment fee (the “Commitment Fee”) on the actual daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on and multiplied by the basis of the actual number of days elapsed Applicable Rate separately for each period during such quarter that such Applicable Rate was in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilityeffect.

Commitment Fee. The Company will pay, or will cause another Borrower agrees to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% a rate per annum initially and, after delivery equal to the Applicable Margin multiplied by the average daily unused amount of the financial statements for Revolving Commitment of such Revolving Lender during the first three full fiscal quarters following period from and including the Closing Date, date on which this Credit Agreement becomes effective pursuant to Section 5.01(a)(i)10.6(a) to but excluding the date on which such Revolving Commitment terminates; provided that, if such Revolving Lender continues to have any Revolving Exposure after its Revolving Commitment terminates, the Commitment Fee shall continue to accrue on the daily amount of such Revolving Lender’s Revolving Exposure from and including the date on which such Revolving Lender’s Revolving Commitment terminates to but excluding the date on which such Revolving Lender ceases to have any Revolving Exposure. For purposes of computing Commitment Fees, the Revolving Commitment of any Revolving Lender shall be deemed to be used to the extent of the aggregate principal amount at such time of its outstanding Revolving Loans. Accrued Commitment Fees shall be payable in arrears on the applicable percentage per annum indicated in last day of March, June, September and December of each year, each date on which the pricing grid described in Revolving Commitments are permanently reduced and on the definition of “Applicable Margin”date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Agreement Date. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year of 360 days. For (including the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, first day but excluding the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilitylast day).

Commitment Fee. The Company will pay, or will cause another Borrower agrees to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Credit Lender under and each Term Lender, for the applicable period (including any portion thereof when any of the Commitments are suspended by reason of the Borrower's inability to satisfy any condition of Article III) commencing on (i) in the case of each Initial Lender, from (and including) June 26, 2006 and (ii) in the case of each other Lender, from (and including) the effective date specified in the Assignment and Acceptance pursuant to which such other Lender became a Lender and continuing through (x) in the case of the Revolving Credit Facility Lenders, the Revolving Credit Termination Date and (other than any Defaulting Lendery) in the case of the Term Lenders, the earlier of (A) the date when the aggregate amount of all Term Advances is made equal to the aggregate amount of all Term Commitments and (B) the date on which all unused Term Commitments are terminated (or deemed terminated), a commitment fee equal to the Applicable Percentage in effect from time to time on the aggregate amount of each Lender's unused Commitment, payable in arrears. All commitment fees payable pursuant to this Section shall be calculated on the basis of a year comprised of 360 days and payable by the Borrower in arrears on the date of the initial Borrowing hereunder and, thereafter, quarterly on the last Business Day day of each fiscal quarter of the Borrower ending on or about the last day of each March, June, September and December in each yearas set forth on Schedule 2.04(a) hereof and with respect to any facility, and the date on which all unused Commitments with respect to such facility, as applicable, are terminated (or deemed terminated). The making of Swing Line Advances shall not constitute usage of the Termination Date of such Revolving Credit Facility (pursuant Commitment with respect to the calculation of commitment fees to be paid by the Borrower under this clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.

Commitment Fee. The Company will pay, or will cause another Borrower to Borrowers shall pay (with regard to the JPY Revolver BorrowerAdministrative Agent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account accounts of each Revolving Lender under the applicable Banks in accordance with their respective Revolving Credit Facility (other than any Defaulting Lender)Commitment Percentages, payable from the Closing Date through the Revolving Credit Maturity Date, a commitment fee on the average daily amount of the unborrowed portion of the Revolving Credit Commitments during each fiscal quarter or portion thereof. Such commitment fee shall be computed by multiplying such unborrowed portion of the Revolving Credit Commitments in arrears each fiscal quarter by the rate per annum determined for each quarter by reference to Table 1 below, based upon the Funded Debt Ratio on the last Business Day day of the immediately preceding fiscal quarter: TABLE 1 Funded Debt Ratio at the end of the Commitment Fee ----------------------------------- -------------- immediately preceding quarter ----------------------------- a) greater than or equal to 4.00 to 1 .50% b) less than 4.00 to 1 but greater than .375% or equal to 3.00 to 1 c) less than 3.00 to 1 .25% Commitment fees shall be payable quarterly in arrears, on the last day of March, June, September and December in of each yearyear beginning December 31, 1997, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Maturity Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with . From the Closing Date through the date after the day on which the quarterly financial statements are delivered to the Agent, the Commitment Fee shall equal .50%. Without prejudice to the rights of the Banks and the Agent under Section 7 or ending with such Termination Date)otherwise, which shall accrue at 0.20% per annum initially and, after delivery of if the Borrowers have failed to deliver the financial statements for the first three full fiscal quarters following the Closing Date, when required to be delivered by them pursuant to Section 5.01(a)(i5.1(a) or Section 5.1(b), at and such financial statements, when delivered, evidence that the Commitment Fee (x) should have been increased for the applicable percentage per annum indicated quarter, any such increase shall be implemented retroactively from the date on which such financial statements were required to be delivered, or (y) should have been decreased, any such decrease shall be effective only from the date on which such financial statements are actually received by the Agent. The Borrowers shall notify the Agent in writing of any change in the pricing grid described Commitment Fee when they submit the financial statements upon which such change in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated based, but the failure of the Borrowers to give such notification shall be deemed not affect the right of any party to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilityan adjustment (if applicable).

Commitment Fee. The Company will payFrom the date hereof to but excluding the last day of the Term hereof, the Borrower shall pay to the Agent, for distribution to the Lenders in accordance with their Pro Rata Shares, a quarterly nonrefundable commitment fee equal to (a) One-Fourth of One Percent (.25%) per annum for all fiscal quarters ending on or before March 31, 1997, or will cause another Borrower to pay (with regard b) the percentage per annum equal to the JPY then current Applicable Margin for all times after March 31, 1997, multiplied by the average daily unused portion of the Total Revolving Credit Commitment, plus (y) the average daily unused portion of the aggregate Reducing Revolver Borrower, Commitments. The unused Total Revolving Credit Commitment shall be calculated as (i) the sum of the amounts each day during any such fiscal quarter equal to the extent permitted Total Revolving Credit Commitment minus (x) the outstanding principal balance of all Revolving Credit Loans, and (y) the face amount of all issued and outstanding Letters of Credit on each such day, divided by Japanese Law(ii) 90, if applicable), or by such lesser number of days in any partial fiscal quarter for which such Revolving Credit Commitment was available. The unused portion of the aggregate Reducing Revolver Commitments shall be calculated as (i) the sum of the amounts each day during any such fiscal quarter equal to the Agent aggregate Reducing Revolver Commitments minus the outstanding principal balance of all Reducing Revolver Loans on each such day, divided by (ii) 90, or by such lesser number of days in any partial fiscal quarter for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), which such Reducing Revolver Commitment was available. Such commitment fee shall be payable quarterly in arrears on each April 1, July 1, October 1 and January 1 during the last Business Day of March, June, September and December in each year, Term hereof and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) last day of the definition of “Termination Date”)Term hereof, a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees and shall be computed calculated on the basis of the an actual number of days elapsed in a day, 360-day year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilitybasis.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable in accordance with its Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)Commitment Percentage, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Percentage times (ii) the actual daily amount by which the aggregate Revolving Committed Amount exceeds the sum of (x) the Outstanding Amount of Revolving Committed Loans and (y) the Outstanding Amount of LOC Obligations, subject to adjustment as provided in Section 3.19. The Commitment fee shall accrue at all times from the Initial Closing Date until the Revolver Maturity Date (and thereafter so long as any Revolving Committed Loans, Swingline Loans or LOC Obligations remain outstanding), including at any time during which one or more of the conditions in Section 5.2 is not met, and will be payable quarterly in arrears (x) on the daily amount first Business Day following the last day of each March, June, September and December for the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the immediately preceding quarter (or shorter period a portion thereof), commencing with the Closing Date or ending with first such Termination Date), which shall accrue at 0.20% per annum initially and, date to occur after delivery of the financial statements for the first three full fiscal quarters following the Initial Closing Date, pursuant to Section 5.01(a)(i)provided that, at notwithstanding the applicable percentage per annum indicated in foregoing, the pricing grid described in first such payment date after the definition of “Applicable Margin”. All Commitment Fees First Amendment Effective Date shall be computed the first business day following September 30, 2012, and (y) on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment FeeRevolver Maturity Date (and, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zeroif applicable, thereafter on demand). The Commitment Fee due to shall be calculated at a per annum rate quarterly in arrears, and if there is any change in the Applicable Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the aggregate Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit FacilityCommitted Amount.

Commitment Fee. The Company will pay, or will cause another Borrower to Borrowers shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Credit Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily average unused amount of the Unused such Lender's Revolving Credit Commitments Commitment (for which purpose (i) the aggregate amount of such any Letter of Credit Liabilities in respect of Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery Letters of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated Credit shall be deemed to be zero. The a pro rata (based on the Revolving Credit Commitments) use of each Lender's Revolving Credit Commitment Fee due and (ii) any Reserved Commitment Amount shall be deemed to each be unused), for the period from and including the date hereof to but not including the earlier of the date such Revolving Lender shall commence Credit Commitment is terminated and the Revolving Credit Commitment Termination Date, at a rate per annum equal to accrue on (x) 5/8 of 1% at any time the then-current Rate Ratio (determined pursuant to Section 3.03 hereof) is greater than 3.00 to 1 and (y) 1/2 of 1% at any time the then-current Rate Ratio (so determined) is equal to or less than 3.00 to 1, provided that for the period from the Closing Date to the day prior to the first Quarterly Date occurring thereafter, such commitment fee shall be determined based upon the certificate delivered pursuant to Section 6.01(l) hereof. The Borrowers shall pay to the Administrative Agent for the account of each Incremental Facility Lender of any Series a commitment fee in such amounts, and on such dates, as shall cease have been agreed to accrue by the Borrowers and such Incremental Facility Lender upon the establishment of the Incremental Facility Commitment of such Series to such Lender pursuant to Section 2.01(d) hereof. Accrued commitment fee shall be payable not later than the third Business Day following each Quarterly Date and on the earlier of the date the relevant Commitments are terminated and the Revolving Credit Commitment Termination Date applicable to or the Incremental Facility Commitments of such Revolving Credit FacilitySeries terminate, as the case may be.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver BorrowerAdministrative Agent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the Lenders, a non- refundable commitment fee at a rate per annum equal to the applicable Revolving Credit Facility (other than any Defaulting Lender)percentage set forth below in this Section 4.3(a) on the average daily unused portion of the Aggregate Commitment; provided, that the amount of outstanding Swingline Loans, Competitive Bid Loans and Specified A/C Loans shall not be considered usage of the Aggregate Commitment for the purpose of calculating such commitment fee. The commitment fee shall be payable in arrears on the last Business Day of Marcheach calendar quarter during the term of this Agreement commencing December 31, June, September and December in each year1997, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a . Such commitment fee shall be distributed by the Administrative Agent to the Lenders pro rata in accordance with the Lenders' respective Commitment Percentages. The commitment fee rate shall: (i) for the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue ending on the date immediately preceding the tenth (10th) Business Day following receipt by the Administrative Agent of the Consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 28, 1997 and the accompanying Officer's Compliance Certificate, be 0.150%; (ii) for the period commencing on the tenth (10th) Business Day following receipt by the Administrative Agent of the Consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 28, 1997 and the accompanying Officer's Compliance Certificate and continuing through and including the Credit Facility Termination Date Date, be determined by reference to the Leverage Ratio of the Borrower and its Subsidiaries as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate in accordance with the chart below: Leverage Ratio Commitment Fee Rate Greater than or equal 0.150% to 30% Less than 30% 0.125% Adjustments, if any, in the commitment fee rate shall be made by the Administrative Agent on the tenth (10th) Business Day (the "Adjustment Date") after receipt by the Administrative Agent of quarterly Consolidated financial statements for the Borrower and its Subsidiaries and the accompanying Officer's Compliance Certificate setting forth the Leverage Ratio of the Borrower and its Subsidiaries as of the most recent fiscal quarter end. In the event the Borrower fails to deliver such Revolving Credit Facilityfinancial statements and certificate within the time required by Sections 7.1 and 7.2, the commitment fee rate shall be the highest commitment fee rate set forth above until ten (10) Business Days after the delivery of such financial statements and certificate.

Commitment Fee. Borrowing Base Increase Fee; Administrative Agent's Fee; Other Fees. (a) The Company will pay, or will cause another Borrower agrees to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Lender: (i) a commitment fee for the period from and including, for each Lender, the Restatement Effective Date to but not including the Termination Date, computed at the Commitment Fee Rate on the average daily amount of the lesser of (A) the Available Commitment of such Lender under and (B) the applicable Revolving Credit Facility (other than any Defaulting Borrowing Base Availability with respect to such Lender), during the period for which payment is made, payable quarterly in arrears on the last Business Day day of each March, June, September and December in each year(commencing on September 30, 2000) and on the Termination Date of or such Revolving Credit Facility (pursuant to clause (a) of earlier date as the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during shall terminate as provided herein; and (ii) after the preceding quarter (or shorter period Borrowing Base Period commencing with on the Closing Date or ending with such Termination Restatement Effective Date), which shall accrue at 0.20a Borrowing Base increase fee in an amount equal to 0.15% per annum initially and, after delivery of the financial statements for excess, if any, of (A) the Borrowing Base then in effect over (B) the Borrowing Base in effect on the first three full fiscal quarters following day of the Closing Dateimmediately preceding Borrowing Base Period, pursuant payable on the first day of each Borrowing Base Period . Commitment and Borrowing Base increase fees shall be nonrefundable when paid. (b) The Borrower shall pay to Section 5.01(a)(i), at the applicable percentage per annum indicated Administrative Agent the fees set forth in the pricing grid described in fee letter agreement, dated June 6, 2000, among the definition of “Applicable Margin”. All Commitment Fees shall be computed Borrower, Chase and Chase Securities Inc., on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilitydates specified therein.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Credit Lender under in accordance with its Applicable Percentage of the applicable Revolving Credit Facility, a commitment fee equal to the Applicable Margin times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (other than i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.18. In addition, the Borrower shall pay to the Administrative Agent for the account of each Additional Term Lender in accordance with its Applicable Percentage of the Additional Term Facility, a commitment fee equal to the Applicable Margin times the actual daily amount by which the aggregate Additional Term Commitments exceed the Outstanding Amount of Additional Term Loans. The commitment fees shall accrue at all times during the relevant Availability Period, including at any Defaulting Lender)time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December December, commencing with, in each year, and on regard to the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)Facility, a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following such date to occur after the Closing Date, pursuant and, with regard to Section 5.01(a)(i)the Additional Term Facility, at the applicable percentage per annum indicated first such date to occur after the Sixth Amendment Effective Date, and in each case, on the last day of the Availability Period for such Facility. The commitment fees shall be calculated quarterly in arrears, and if there is any change in the pricing grid described in Applicable Margin during any quarter, the definition of “Applicable Margin”. All Commitment Fees actual daily amount shall be computed on and multiplied by the basis of the actual number of days elapsed Applicable Margin separately for each period during such quarter that such Applicable Margin was in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilityeffect.

Commitment Fee. (a) The Company will pay, or will cause another Borrower agrees to pay (with regard to the JPY Revolver BorrowerAdministrative Agent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Multi-Currency Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with from and including the Closing Date or ending with in the amount equal to the Commitment Fee Rate on the amount equal to the Multi-Currency Commitment Percentage of such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery Multi-Currency Lender times the sum of (i) average daily Available Multi-Currency Commitment (without reduction for any amount of Swing Line Loans from time to time outstanding and without reduction for any reduction of the financial statements for the first three full fiscal quarters following the Closing Date, Aggregate Multi-Currency Commitment pursuant to Section 5.01(a)(isubsection 7.4(f), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances ) during the period for which such Multicurrency Revolving Lender’s Commitment Fee fee is payable and (ii) the average daily amount by which the sum of the Currency Sublimits exceeds the sum of the Equivalent in Dollars (calculated on the last day of the fiscal quarter for which payment is due) of the aggregate principal amount of Local Loans and the aggregate, undiscounted face amount of Acceptances outstanding on each day during the period for which such fee is payable. (b) Each commitment fee owing pursuant to this subsection 7.14 shall be deemed to be zero. The Commitment Fee due to payable, in arrears, (x) for each Revolving Lender shall commence to accrue fiscal quarter of the Company (or portion thereof) following the Closing Date, on the Closing Date and date which is two Business Days following the last day of each such fiscal quarter (commencing on December 31, 2001); provided, that if the Company shall cease not have received from the Administrative Agent the documentation supporting calculations of such commitment fee prior to accrue such date, then, on the Termination Date applicable to date which is two Business Days after the date of the Company's receipt from the Administrative Agent of such Revolving Credit Facilitysupporting documentation and (y) on the last day of the Commitment Period.

Commitment Fee. (i) The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each U.S. Revolving Credit Lender under in accordance with its Applicable Revolving Credit Percentage, a commitment fee in Dollars equal to the applicable Applicable Fee Rate times the actual daily amount by which the U.S. Revolving Credit Facility (other than exceeds the Outstanding Amount of U.S. Revolving Credit Loans, subject to adjustment as provided in Section 2.17. The commitment fee shall accrue at all times during the Availability Period, including at any Defaulting Lender)time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Date last day of the Availability Period for the U.S. Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. (ii) The Company shall pay to the Administrative Agent for the account of each Multicurrency Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Fee Rate times the actual daily amount by which the Multicurrency Revolving Credit Facility exceeds the sum of (pursuant i) the Outstanding Amount of Multicurrency Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to clause adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the Commitment Fee. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Multicurrency Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. (aiii) The Company shall pay to the Administrative Agent for the account of each Term A-1 Lender in accordance with its Applicable Term A-1 Percentage, a commitment fee in Dollars equal to 0.50% times the actual daily amount by which the Term A-1 Facility exceeds the Outstanding Amount of Term A-1 Loans. The commitment fee shall accrue at all times beginning on the date that is 90 days after the Effective Date (the “Commencement Date”), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Commencement Date and on the last day of the Availability Period for the Term A-1 Facility. The commitment fee shall be calculated quarterly in arrears. (iv) For the avoidance of doubt, with respect to the definition of “Termination Date”), a commitment fee (Mandatory Cancellation Event” and the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements ability thereunder for the first three full fiscal quarters following the Closing Date, pursuant Borrower to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in provide notices and issue documents to facilitate a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Feeswitch from a Scheme to a Takeover Offer and vice versa, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated Commitments shall be deemed to be zero. The Commitment Fee due in effect until the end of the day on which the applicable notice or issuance is required to each Revolving Lender shall commence to accrue on but does not occur for the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilitypurposes of calculating any fees under this Agreement or any fee letters related hereto.

Commitment Fee. The Company will payIn addition, or will cause another the Borrower agrees to pay to the Administrative Agent, for the benefit of each of the Revolving Lenders in accordance with their respective Revolving Commitments, a commitment fee on the aggregate Unused Revolving Commitments, for each day from the Agreement Date until the Initial Maturity Date, which shall be, as of any calculation date, the applicable rate determined by the Administrative Agent based upon the Leverage Ratio, determined for the most recent fiscal quarter end, to be adjusted from time to time effective as of the second Business Day after the financial statements referred to in Section 6.1 hereof are required to be furnished by the Borrower to pay (the Administrative Agent and each Lender for the fiscal quarter most recently ended, expressed as a per annum rate as follows: Commitment Fee Rate with regard respect to the JPY Revolver BorrowerUnused Revolving Leverage Ratio Commitment ------------------------------ -------------------- Pricing Level 1 Greater than 5.00 0.500% Pricing Level 2 Equal to or less than 5.00 but 0.375% greater than 4.00 Pricing Level 3 Equal to or less than 4.00 0.250% In the event that the Borrower fails to timely provide (i) the financial statements referred to above in accordance with the terms of Section 6.1 hereof or (ii) the Performance Certificate referred to in Section 6.3 hereof, and without prejudice to any additional rights under Section 8.2 hereof, Pricing Level 1 shall apply as of the fifth day after the date on which such statements or certificate were required to have been delivered until the actual delivery of such statements or certificate. Subject to the extent permitted by Japanese Lawimmediately preceding sentence, if applicable)from the Agreement Date until the second Business Day after the first date on which the financial statements referred to in Section 6.1 hereof are required to be furnished, to Pricing Level 2 shall apply. Amounts outstanding as Swing Line Loans shall not count as usage for purposes of computing the Agent foregoing commitment fees. The aggregate Available Amount of all Letters of Credit outstanding shall count as usage for purposes of computing the foregoing commitment fees. Such commitment fee shall be computed on the basis of a year of 365/366 days for the account actual number of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender)days elapsed, shall be payable quarterly in arrears on the last Business Day of Marcheach calendar quarter, Junecommencing June 30, September and December in each year2004, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Initial Maturity Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Feefully earned when due, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated and shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilitynon-refundable when paid.

Commitment Fee. The Company will payCommencing on the Closing Date, or will cause another the Borrower to shall pay (with regard to the JPY Revolver BorrowerAdministrative Agent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of the Lenders, a non-refundable commitment fee on the average daily unused portion of the aggregate Revolving Credit Commitments at a rate based upon the table set forth below and shall be determined and adjusted quarterly on each Calculation Date ten (10) Business Days after the date by which the Borrower is required to provide an Officer’s Compliance Certificate for the most recently ended Fiscal Quarter; provided that the amount of outstanding Swingline Loans shall not be considered usage of the Revolving Lender under Credit Commitments for the purpose of calculating such commitment fee; provided further, however, that (a) the initial rate shall be based on Pricing Level II (as shown below) and shall remain at Pricing Level II until receipt by the Administrative Agent of the Officer’s Compliance Certificate for the Fiscal Quarter ending on or nearest to March 31, 2007 and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter preceding the applicable Revolving Credit Facility Calculation Date and (other than any Defaulting Lender)b) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended Fiscal Quarter preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time (but with no retroactive effect) the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter preceding such Calculation Date. The commitment fee rate so determined shall be effective from one Calculation Date until the next Calculation Date. The commitment fee shall be payable in arrears on the last Business Day of Marcheach consecutive Fiscal Quarter ending on or nearest to December 31, JuneMarch 31, June 30 and September and December in each year30 during the term of this Agreement, commencing on the last Business Day of the Fiscal Quarter ending on or nearest to March 31, 2007, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Maturity Date”), a . Such commitment fee (shall be distributed by the “Commitment Fee”) on Administrative Agent to the daily amount of Lenders pro rata in accordance with the Unused Lenders’ respective Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (Commitment Percentages. II Greater than 2.00 to 1.00 0.500 % I Less than or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant equal to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed 2.00 to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.1.00 0.375 %

Commitment Fee. The Company will paySo long as any amounts remain outstanding in connection with the Revolving Facility, or will cause another Borrower the Revolving Facility Lenders have any obligation to make any advance in connection therewith, the Borrowers agree to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account benefit of each the Revolving Lender Facility Lenders ratably, a quarterly commitment fee (the "Revolving Facility Commitment Fee"), at an annual rate corresponding to the ICF Entities’ Leverage Ratio for the immediately preceding Fiscal Quarter, as set forth on Exhibit 7 attached to this Agreement, calculated on the difference between (i) the Revolving Facility Commitment Amount (including any increases thereto pursuant to Section 1.8 hereof), and (ii) without duplication, the sum of the daily outstanding principal balance of the Loans under the applicable Revolving Credit Facility (other than any Defaulting Lender)Swing Line Outstandings) during the applicable three (3) month period, payable in arrears on plus the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily aggregate face amount of the Unused Revolving all Letters of Credit Commitments of such Revolving Credit Facility Lender outstanding at any time during the preceding quarter applicable three (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”3) month period. All The Revolving Facility Commitment Fees Fee shall be computed calculated on the basis of the actual number of days elapsed and a three hundred sixty (360) day year, shall be due for any three (3) month period during which the Revolving Facility Lenders shall have any obligation in a year connection with the Revolving Facility, and shall be payable in arrears, commencing on June 30, 2017, and continuing on the last Business Day of 360 daysevery third (3rd) calendar month thereafter for so long as this Agreement remains in effect, and on the date on which the Obligations have been paid and satisfied in full. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during During the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on from the Closing Date until the first day of the first full calendar month after no less than ten (10) days have elapsed since the Administrative Agent's receipt of the Quarterly Covenant Compliance Certificate and quarterly financial statements for the calendar quarter ending June 30, 2017, the Revolving Facility Commitment Fee shall cease to accrue on be seventeen and one-half (17.5) basis points (i.e., 0.175%). During the Termination Date applicable to such period from the First Modification Closing Date, until the first day of the first full calendar month after no less than ten (10) days have elapsed since the Administrative Agent's receipt of the Quarterly Covenant Compliance Certificate and quarterly financial statements due for the Fiscal Quarter ending March 31, 2020, the Revolving Credit FacilityFacility Commitment Fee shall be based upon the pro forma Quarterly Covenant Compliance Certificate delivered and dated as of the First Modification Closing Date.

Commitment Fee. (i) The Company will pay, or will cause another U.S. Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each U.S. Revolving Credit Lender under in accordance with its Applicable Revolving Credit Percentage of the applicable U.S. Revolving Credit Commitments, a commitment fee equal to the Applicable Fee Rate times the actual daily amount by which the U.S. Revolving Credit Facility exceeds the sum of (x) the Outstanding Amount of U.S. Revolving Credit Loans (other than Swing Line Loans) and (y) the Outstanding Amount of U.S. L/C Obligations and (ii) the Hong Kong Borrower shall pay to the Administrative Agent for the account of each Hong Kong Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage of the Hong Kong Revolving Credit Commitments, a commitment fee equal to the Applicable Fee Rate times the actual daily amount by which the Hong Kong Revolving Credit Facility exceeds the sum of (x) the Outstanding Amount of Hong Kong Revolving Credit Loans and (y) the Outstanding Amount of Hong Kong L/C Obligations, subject in each case to adjustment as provided in Section 2.16. For each Revolving Credit Facility, the commitment fee shall accrue at all times during the applicable Availability Period, including at any Defaulting Lender)time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Date last day of such the Availability Period for the Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a Facility. The commitment fee (shall be calculated quarterly in arrears, and if there is any change in the “Commitment Fee”) on Applicable Fee Rate during any quarter, the actual daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on and multiplied by the basis of the actual number of days elapsed Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilityeffect.

Commitment Fee. (i) The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Credit Lender under (subject to Section 2.16(a)(iii) with respect to Defaulting Lenders) in accordance with its Applicable Revolving Credit Percentage, a commitment fee in Dollars equal to the applicable Applicable Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (other than i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. The commitment fee with respect to the Revolving Credit Facility shall accrue at all times during the Availability Period with respect to the Revolving Credit Facility, including at any Defaulting Lender)time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the tenth Business Day after the last Business Day of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Date last day of such the Availability Period for the Revolving Credit Facility Facility. (pursuant ii) The Borrower shall pay to clause the Administrative Agent for the account of each Term A Lender (asubject to Section 2.16(a)(iii) with respect to Defaulting Lenders) in accordance with its Applicable Percentage of the definition of “Termination Date”)applicable Term A Facility, a commitment fee in Dollars equal to (A) in the “Commitment Fee”) on case of the Term A Facility, the Applicable Rate times the actual daily amount of the Unused Revolving Credit unused Term A Commitments then in effect and (B) in the case of such Revolving Credit the Term A-2 Facility Lender and the CAD Term Facility, 0.175% per annum times the actual daily amount of the unused Term A-2 Commitments and CAD Term Commitments, as applicable. The commitment fee with respect to theeach Term A Facility shall accrue at all times during the preceding quarter (Availability Period with respect to such Term Facility prior to the Term A Commitment Termination Date, the Term A-2 Commitment Termination Date or shorter period the CAD Term Commitment Termination Date, as applicable, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the tenth Business Day after the last Business Day of each March, June, September and December, commencing with the Closing Date or ending with first such Termination Date), which shall accrue at 0.20% per annum initially and, date to occur after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on (i) the Closing Date in the case of the Term A Facility and shall cease to accrue on (ii) the Termination Amendment No. 1 Effective Date applicable to such Revolving Credit Facility.in the case of the Term A-2

Commitment Fee. (i) The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver BorrowerAdministrative Agent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Lender in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Revolving Lender under Commitments exceed the applicable sum of (y) the Outstanding Amount of Revolving Credit Facility Loans and (other than z) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments. The commitment fee shall accrue at all times during the Availability Period, including at any Defaulting Lender)time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) last day of the definition Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. (ii) The Company shall pay to the Administrative Agent, for the account of “Termination Date”)each Lender in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the product of (A) the “Commitment Fee”Applicable Rate times (B) on the actual daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender unfunded U.S. Term Loan Commitments. Such commitment fee shall accrue at all times during the preceding quarter (U.S. Term Loan Availability Period, including at any time during which one or shorter period more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the Closing Date or ending with first such Termination Date), which shall accrue at 0.20% per annum initially and, date to occur after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i)and on the last day of the U.S. Term Loan Availability Period. Such commitment fee shall be calculated quarterly in arrears, at the applicable percentage per annum indicated and if there is any change in the pricing grid described in Applicable Rate during any quarter, the definition of “Applicable Margin”. All Commitment Fees actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. (iii) The Company shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a commitment fee in Kronor equal to the product of (A) the Applicable Rate times (B) the actual daily amount of the unfunded Dutch Term Loan Commitments. Such commitment fee shall accrue at all times during the Dutch Term Loan Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the basis last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the actual number of days elapsed Dutch Term Loan Availability Period. Such commitment fee shall be calculated quarterly in a year of 360 days. For arrears, and if there is any change in the purpose of calculating Applicable Rate during any Multicurrency Revolving Lender’s Commitment Feequarter, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated actual daily amount shall be deemed to be zero. The Commitment Fee due to computed and multiplied by the Applicable Rate separately for each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to period during such Revolving Credit Facilityquarter that such Applicable Rate was in effect.

Commitment Fee. The Company will 6.1 ▇▇▇▇▇ Limited (failing which, the Esken Shareholder) agrees to pay, or will cause another Borrower to pay procure the payment of, £1,649,871.80 (with regard the Commitment Fee) to the JPY Revolver BorrowerLender as consideration for the Lender committing to fund the Loan between the date of this Agreement and the earlier of (i) the Closing Date and (ii) the Longstop Date. 6.2 The Commitment Fee shall be payable on the earlier of: (a) the date on which this Agreement terminates in accordance with clause 9; and (b) the Closing Date. 6.3 If the Commitment Fee becomes payable pursuant to clause 6.2(a), ▇▇▇▇▇ Limited (failing which, the Esken Shareholder) shall pay, or procure the payment of, the Commitment Fee in immediately available funds to a bank account designated by the Lender in accordance with clause 6.4 below within 14 days after the date on which it becomes payable. 6.4 The Lender shall provide details of a bank account in the name of the Lender designated to receive the Commitment Fee within two Business Days upon written request by ▇▇▇▇▇ Limited. 6.5 If the Commitment Fee becomes payable pursuant to clause 6.2(b), the Lender, ▇▇▇▇▇ Limited, the Esken Shareholder and the Borrower hereby agree and acknowledge that the Commitment Fee may be deducted by the Lender from the proceeds of the Facility. 6.6 The Commitment Fee is inclusive of any VAT. If the Commitment Fee is consideration for a taxable supply for the purposes of VAT in respect of which ▇▇▇▇▇ Limited (or an Affiliate of ▇▇▇▇▇ Limited) is liable under a reverse charge mechanism to account for VAT then, to the extent that such VAT (in the reasonable opinion of ▇▇▇▇▇ Limited) is not or will not be recoverable by ▇▇▇▇▇ Limited (or an Affiliate of ▇▇▇▇▇ Limited) by deduction or refund, the amount of the Commitment Fee shall be reduced to take account of any such irrecoverable VAT. ▇▇▇▇▇ Limited shall use reasonable endeavours to the extent permitted by Japanese Lawlaw, if applicable), to ensure that it (or any relevant Affiliate of ▇▇▇▇▇ Limited) adopts the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause position vis-à-vis HMRC either (a) that it is not required to account under the reverse charge mechanism for any VAT which arises on payment of the definition of “Termination Date”)Commitment Fee or (b) if and to the extent it is so required, a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter that it (or shorter period commencing with the Closing Date or ending with relevant Affiliate of ▇▇▇▇▇ Limited) is able to recover any such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of VAT. If the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed Fee is paid on the basis that it is not consideration for a taxable supply for the purposes of the actual number VAT, but is subsequently determined by HMRC to be consideration for such a supply (or vice versa), then within five Business Days of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Feethat determination, the outstanding Swing Line Advances during parties shall make adjusting payments to each other such that the period for which such Multicurrency Revolving Lender’s amount received by the Lender under this clause as Commitment Fee is calculated shall be deemed the amount that would have been paid to be zero. The the Lender if that determination had been made prior to the initial payment of the Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit FacilityFee.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)accordance with its Applicable Percentage, a commitment fee (the “Commitment Fee”) on equal to (i) for each day that the Total Outstandings exceed 50% of the actual daily amount of the Unused Revolving Credit Commitments then in effect, .20% times the actual daily amount by which the Commitments exceed the Outstanding Amount of such Revolving Credit Facility Lender Loans and (ii) for each day that the Total Outstandings are less than or equal to 50% of the actual daily amount of the Commitments then in effect, .30% times the actual daily amount by which the Commitments exceed the Outstanding Amount of Loans. The Commitment Fee shall accrue at all times during the preceding quarter (Availability Period, including at any time during which one or shorter period more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the Closing Date or ending with first such Termination Date), which shall accrue at 0.20% per annum initially and, date to occur after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i)and on the Maturity Date; provided, at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees that, if any Lender shall be computed on the basis a Defaulting Lender at any time, there shall be excluded, for purposes of making a quarterly determination of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Commitment Fee payable to such Lender’s Commitment Fee, the outstanding Swing Line Advances during aggregate principal amount of the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be unused Commitments of, and the portion of the Total Outstandings held or deemed to be zeroheld by, any such Defaulting Lender but only for the period of time during such quarterly period that such Lender was a Defaulting Lender. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilitybe calculated in arrears.

Commitment Fee. The Company will pay, or will cause another Borrower to Borrowers shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Agent Administrative Agent: (i) for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Tranche A Lender), in accordance with its Tranche A Applicable Percentage, a commitment fee, payable quarterly in arrears on the last first Business Day of Marcheach Fiscal Quarter, June, September and December in each yearcommencing with the first such date to occur after the Closing Date, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) last day of the definition of “Termination Date”), a commitment fee (Tranche A Availability Period equal to the “Applicable Commitment Fee”) on Fee Percentage times the average daily amount of by which the Unused Revolving Credit Tranche A Aggregate Commitments of such Revolving Credit Facility Lender during exceeded the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date)Tranche A Average Usage, which shall accrue at 0.20% in each case calculated on a per annum initially and, after delivery of the financial statements basis for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment FeeFiscal Quarter ending on the day immediately preceding the related payment date (or, if applicable, the outstanding Swing Line Advances actual number of days in the Fiscal Quarter to and including last day of the Tranche A Availability Period) and (ii) for the account of each Tranche A-1 Lender, in accordance with its Tranche A-1 Applicable Percentage, a commitment fee, payable quarterly in arrears on the first Business Day of each Fiscal Quarter, commencing with the first such date to occur after the Closing Date, and on the last day of the Tranche A-1 Availability Period equal to the Applicable Commitment Fee Percentage times the average daily amount by which the Tranche A-1 Aggregate Commitments exceeded the Tranche A-1 Average Usage, in each case calculated on a per annum basis for the actual number of days elapsed in the Fiscal Quarter ending on the day immediately preceding the related payment date (or, if applicable, the actual number of days in the Fiscal Quarter to and including last day of the Tranche A-1 Availability Period). The commitment fees shall accrue at all times during the period for Tranche A Availability Period (with respect to commitment fees in the foregoing clause (i)) and the Tranche A-1 Availability Period (with respect to the commitment fees in the foregoing clause (ii)), including at any time during which such Multicurrency Revolving Lender’s Commitment Fee one or more of the conditions in Article IV is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilitynot met.

Commitment Fee. The Company will pay, or will cause another Borrower agrees to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Lender under a commitment fee for the applicable Revolving period from and including the first day of the Commitment Period to but not including the Termination Date, computed at the Applicable Commitment Fee Rate on the average daily amount equal to the Commitment of such Lender minus such Lender’s Commitment Percentage of the Aggregate Outstanding Extensions of Credit Facility (other than any Defaulting Lender)excluding the aggregate principal amount of Swing Line Loans and Seasonal Line Loans) during the period for which payment is made, payable monthly in arrears on the last Business Day of Marcheach month (or, Juneif such day is not a Business Day, September the next succeeding Business Day) and December in the Termination Date, commencing on the first of such dates to occur after the date hereof.” (k) Section 4.3(d) is amended by inserting “and each yearSeasonal Line Loan” after “Revolving Loan”. (l) Section 4.4(a) is amended by deleting the proviso to the final sentence thereof and replacing it as follows: “provided, and on that no Base Rate Loan may be Converted into a LIBO Rate Loan after the date that is (x) one month prior to the Termination Date or (y) in respect of such Seasonal Line Loans, one month prior to the last day of the applicable Seasonal Line Commitment Period.” (m) Section 4.6(a) is amended by inserting “, Seasonal Line Loans” after “Revolving Credit Facility Loans”. (pursuant to clause n) Section 4.6(c) is amended by inserting “and Seasonal Line Commitments” after “Commitment”. (o) Section 4.6(e) is amended by inserting “or Exhibit G-1, as applicable” after “Exhibit G”. (p) Section 4.8 is amended and restated in its entirety as follows: (a) Subject to Section 4.15, if at any time: (i) the Aggregate Outstanding Extensions of Credit exceed the lesser of (x) the Borrowing Base at such time, (y) the sum of the definition Total Commitment plus the aggregate Seasonal Line Commitments at such time and (z) the Available Facility Amount at such time, then the Borrower shall, within two (2) Business Days after the occurrence thereof, prepay the Loans and/or Cash Collateralize Credits in an amount so that after giving effect to any such action, the Aggregate Outstanding Extensions of “Termination DateCredit do not exceed the lesser of (x) the Borrowing Base at such time, (y) the sum of the Total Commitment plus the aggregate Seasonal Line Commitments at such time and (z) the Available Facility Amount at such time, (ii) the Aggregate Outstanding Extensions of Credit (other than Seasonal Line Loans) exceed the Total Commitments at such time then the Borrower shall, within two (2) Business Days after the occurrence thereof, prepay the Revolving Loans and/or Cash Collateralize Credits in an amount so that after giving effect to any such action, the Aggregate Outstanding Extensions of Credit (other than Seasonal Line Loans) do not exceed the Total Commitment at such time; or (iii) the aggregate principal amount of Seasonal Line Loans under a Seasonal Line exceeds the applicable Seasonal Line Commitments at such time then the Borrower shall, within two (2) Business Days after the occurrence thereof, prepay the Seasonal Line Loans in an amount so that after giving effect to any such action, the aggregate principal amount of Seasonal Line Loans do not exceed the applicable Seasonal Line Commitments at such time. (b) Each prepayment of Loans under Section 4.8(a) shall be applied first to Swing Line Loans, second to Seasonal Line Loans (as applicable) and third to Revolving Loans.”) (q) Section 4.11(a) is amended and restated in its entirety as follows: (i) Each borrowing of Revolving Loans hereunder, each participation in Swing Line Loans, each participation in Credits, each reduction of the Total Commitment and each payment of the fees under Section 3.4(a) and Section 4.2 shall be made pro rata according to the respective Commitment Percentages of the Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans and Reimbursement Obligations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans and Reimbursement Obligations (or participations therein) then held by the Lenders, but principal payments shall be applied first to Reimbursement Obligations, second to Base Rate Loans, and third to LIBO Rate Loans. (ii) Each borrowing of Seasonal Line Loans under a commitment fee Seasonal Line hereunder and each payment of the fees under Section 4.1(c) in respect of a Seasonal Line shall be made pro rata according to the respective Seasonal Line Commitment Percentages of the applicable Seasonal Line Lenders under such Seasonal Line. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Seasonal Line Loans under a Seasonal Line shall be made pro rata according to the respective outstanding principal amounts of the Seasonal Line Loans under such Seasonal Line then held by the applicable Seasonal Line Lenders, but principal payments shall be applied first to Base Rate Loans, and second to LIBO Rate Loans.” (r) Section 4.11(c) is amended by inserting after each reference to “Commitment FeePercentage” the following “or Seasonal Line Commitment Percentage, as applicable,”. (s) on Section 4.13(b) is amended by inserting after each reference to “capital adequacy” the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (following “or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Marginliquidity”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver BorrowerAgent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility Loan Banks (other than any Defaulting LenderBanks), payable ratably in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such proportion to their Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)Loan Commitments, on any date, a commitment fee (the “Commitment Fee”) on the daily amount by which the aggregate amount of the Unused Revolving Credit Loan Commitments of such Revolving Credit Facility Lender during exceeds the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i)aggregate Total Outstandings and Green Total Outstandings, at the applicable per-annum percentage per annum indicated set forth in the pricing grid described table below under the heading “Commitment Fee,” in each case based on the definition ratings assigned to the Facilities on such date by ▇▇▇▇▇’▇ Investors Service, Inc., Standard & Poor’s Ratings Services and Fitch Ratings Ltd.; provided that any commitment fee owing to a Revolving Credit Loan Bank which is a Defaulting Bank shall not be payable for any period during which such Bank remains a Defaulting Bank. Such commitment fee shall accrue from and including the Amendment and Restated Effective Date to but excluding the Revolving Credit Loan Termination Date (or earlier date of “Applicable Margin”termination of the Revolving Credit Loan Commitments in their entirety). All Commitment Fees Accrued commitment fees under this ‎Section 2.08 shall be computed payable quarterly in arrears on (A) the basis later of (x) each March 31, June 30, September 30 and December 31 and (y) the date that is three Domestic Business Days after receipt by the Borrower of the actual number invoice relating to such date for the fee payable on such date, (B) the Revolving Credit Loan Termination Date and (C) upon the date of days elapsed termination of the Revolving Credit Loan Commitments in a year of 360 daystheir entirety. For If the purpose of calculating any Multicurrency Revolving Lender’s Commitment FeeFacilities are rated by only one rating agency, the outstanding Swing Line Advances during rating of such rating agency shall be used in determining the period for which commitment fee. If the Facilities are rated by two such Multicurrency Revolving Lender’s Commitment Fee rating agencies and (x) the ratings differential is calculated one level, the lower rating will apply or (y) the ratings differential is two levels or more, the midpoint rating will apply; provided that if there is no midpoint rating, the lower of the two intermediate ratings surrounding the midpoint will apply. If the Facilities are rated by all three ratings agencies, and (x) all such ratings are at different levels, the midpoint level (i.e., the level applicable to the rating that is neither the highest nor the lowest) will apply or (y) at least two such ratings are at the same level, such rating will apply. If the Facilities are not rated by any of such rating agencies, the Facilities shall be deemed to be zerorated one level higher than (i) in the case of ▇▇▇▇▇’▇ Investors Service Inc., the Borrower’s corporate family rating, (ii) in the case of Standard & Poor’s Rating Services, the Borrower’s corporate credit rating and (iii) in the case of Fitch Ratings Ltd., the Borrower’s issuer default rating and, in each case, the rules of the preceding three sentences shall apply to such deemed ratings. If the Facilities are not rated (or deemed rated in accordance with the preceding sentence) by any of such rating agencies, the commitment fee shall be with respect to any Revolving Letter of Credit Commission Rate, or Revolving Credit Loans or Green Revolving Letter of Credit Commission Rate or Green Revolving Credit Loans the highest rate set forth in the table above. The Commitment Fee due rating assigned by any ratings agency to the Facilities as of immediately prior to the Amendment and Restatement Effective Date shall be deemed to be the rating assigned to the Facilities by such ratings agency on and after the Amendment and Restatement Effective Date until the earlier of (x) a new rating being assigned by such ratings agency to the Facilities and (y) a new corporate family rating, corporate credit rating, and/or issuer default rating, as applicable, being assigned by such ratings agency to the Borrower, after which the rating assigned by such ratings agency to the Facilities at such time shall be used in determining the commitment fee. For the avoidance of doubt, solely upon the commencement of and during any Collateral Suspension Period, (i) the ratings above shall refer to unsecured ratings assigned to the Facilities without any third party credit enhancement; it being understood that, at any time other than during a Collateral Suspension Period, the ratings above shall refer to secured ratings assigned to the Facilities; and (ii) if the Facilities are not rated by any of such rating agencies, the ratings for the Facilities shall be deemed to be (A) in the case of ▇▇▇▇▇’▇ Investors Service Inc., the Borrower’s corporate family rating, (B) in the case of Standard & Poor’s Rating Services, the Borrower’s corporate credit rating and (C) in the case of Fitch Ratings Ltd., the Borrower’s issuer default rating and, in each Revolving Lender case, the rules of the first three sentences of the immediately preceding paragraph shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable apply to such Revolving Credit Facilitydeemed ratings.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver BorrowerAgent, to the extent permitted by Japanese Law, if applicable), to the Agent (a) for the account of each Revolving Lender under the applicable Revolving Credit Facility Loan Banks (other than any Defaulting LenderBanks), payable ratably in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such proportion to their Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)Loan Commitments, on any date, a commitment fee (the “Commitment Fee”) on the daily amount by which the aggregate amount of the Unused Revolving Credit Loan Commitments exceeds the aggregate Total Outstandings and (b) for the account of such the Green Revolving Credit Facility Lender during the preceding quarter Loan Banks (or shorter period commencing with the Closing Date or ending with such Termination Dateother than Defaulting Banks), ratably in proportion to their Green Revolving Credit Loan Commitments, on any date, a commitment fee on the daily amount by which shall accrue at 0.20% per annum initially and, after delivery the aggregate amount of the financial statements for Green Revolving Credit Loan Commitments exceeds the first three full fiscal quarters following the Closing Dateaggregate Green Total Outstandings, pursuant to Section 5.01(a)(i)in each case, at the applicable per-annum percentage per annum indicated set forth in the pricing grid described table below under the heading “Commitment Fee,” in each NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement case based on the ratings assigned to the Facilities on such date by ▇▇▇▇▇’▇ Investors Service, Inc. and Standard & Poor’s Ratings Services; provided that any commitment fee owing to a Revolving Credit Loan Bank or Green Revolving Credit Loan Bank which is a Defaulting Bank shall not be payable for any period during which such Bank remains a Defaulting Bank. Such commitment fee shall accrue from and including (i) in respect of the Revolving Credit Loan Commitments, May 6, 2016 to but excluding the Revolving Credit Loan Termination Date (or earlier date of termination of the Revolving Credit Loan Commitments in their entirety) or (ii) in respect of the Green Revolving Credit Commitments, the Amendment Effective Date Green to but excluding the Revolving Credit Loan Termination Date (or earlier date of termination of the Green Revolving Credit Loan Commitments in their entirety), as applicable. Accrued commitment fees under this Section 2.08 shall be payable quarterly in arrears on (A) the later of (x) each March 31, June 30, September 30 and December 31 and (y) the date that is three Domestic Business Days after receipt by the Borrower of the invoice relating to such date for the fee payable on such date, (B) the Revolving Credit Loan Termination Date in the definition case of “Applicable Margin”the Revolving Credit Loan Banks and the Green Revolving Credit Loan Termination Date in the case of the Green Revolving Credit Loan Banks and (C) upon the date of termination of the Revolving Credit Loan Commitments in their entirety in the case of the Revolving Credit Loan Banks and upon the date of termination of the Green Revolving Credit Loan Commitments in their entirety in the case of the Green Revolving Credit Loan Banks. All Commitment Fees If the Facilities are rated by only one rating agency, the rating of such rating agency shall be computed on used in determining the basis commitment fee. If the Facilities are rated by both such rating agencies and (x) the ratings differential is one level, the lower rating will apply or (y) the ratings differential is two levels or more, the midpoint rating will apply; provided that if there is no midpoint rating, the lower of the actual number two intermediate ratings surrounding the midpoint will apply. If the Facilities are not rated by either of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Feesuch rating agencies, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated Facilities shall be deemed to be zero. The Commitment Fee due to rated one level higher than (i) in the case of ▇▇▇▇▇’▇ Investors Service Inc., the Borrower’s corporate family rating and (ii) in the case of Standard & Poor’s Rating Services, the Borrower’s corporate credit rating and, in each Revolving Lender case, the rules of the preceding two sentences shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable apply to such deemed ratings. If the Facilities are not rated (or deemed rated in accordance with the preceding sentence) by either of such rating agencies, the commitment fee shall be with respect to any Revolving Letter of Credit Commission Rate, or Revolving Credit Facility.Loans or Green Revolving Letter of Credit Commission Rate or Green Revolving Credit Loans the highest rate set forth in the table above. NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement

Commitment Fee. The Company will pay, or will cause another Borrower agrees to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Agent for the account -------------- accounts of the Banks in accordance with their respective Commitment Percentages a commitment fee (a) from the Closing Date through June 30, 1999 calculated at the rate of 37.5 basis points (.375%) per annum on the average daily amount during each Revolving Lender under calendar quarter or portion thereof from the applicable Closing Date through June 30, 1999 by which the Total Commitment minus the sum of the Maximum Drawing ----- Amount and all Unpaid Reimbursement Obligations exceeds the outstanding amount of Revolving Credit Facility Loans during such calendar quarter; (other than b) from June 30, 1999 through the date on which the Borrower makes its initial request for a Revolving Credit Loan to be made hereunder or requests the Agent to issue any Defaulting LenderLetter of Credit (such date being hereinafter referred to as the "Initial Borrowing Date"), calculated at the rate of 31.25 basis points (.3125%) per annum on the Total Commitment for such period; and (c) at any time after the Initial Borrowing Date, calculated at a rate of 37.5 basis points (.375%) per annum on the average daily amount during each calendar quarter or portion thereof from the Initial Borrowing Date to the Revolving Credit Loan Maturity Date by which the Total Commitment minus the sum of the Maximum Drawing Amount and all Unpaid ----- Reimbursement Obligations exceeds the outstanding amount of Revolving Credit Loans during such calendar quarter. The commitment fee shall be payable quarterly in arrears on the last Business Day first day of March, June, September and December in each year, and calendar quarter for the immediately preceding calendar quarter commencing on the Termination Date of first such date following the date hereof, with a final payment on the Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Maturity Date or ending with such Termination Date), any earlier date on which the Commitments shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilityterminate.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Lender under in accordance with its Pro Rata Share, a commitment fee in Dollars equal to the applicable product of (i) (A) if the Consolidated Net Leverage Ratio is equal to or greater than 1.75:1.0, a rate per annum equal to 0.75% and (B) if the Consolidated Net Leverage Ratio is less than 1.75:1.0, a rate per annum equal to 0.50% times (ii) the actual daily amount by which the Aggregate Revolving Credit Facility Committed Amount exceeds the sum of (other y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of L/C Obligations. Notwithstanding the foregoing and the actual Consolidated Net Leverage Ratio at any time during such periods, during all periods from the Closing Date through September 30, 2011, the commitment fee shall be determined as if the Consolidated Net Leverage Ratio was greater than or equal to 1.75:1.0. The commitment fee shall accrue at all times during the Availability Period, including at any Defaulting Lender)time during which one or more of the conditions in Section 5.02 is not met, payable and shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the last fifth (5th) Business Day after the end of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Date of such Revolving Credit Facility (pursuant Maturity Date. With respect to any computation under clause (ai) of the definition of “Termination Date”)preceding sentence, a commitment fee (if there is any change in the “Commitment Fee”) on Applicable Rate during any quarter, the actual daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on and multiplied by the basis Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the actual number of days elapsed Aggregate Revolving Committed Amount. Notwithstanding anything to the contrary contained herein Defaulting Lenders shall not be entitled to the commitment fee as provided in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit FacilitySection 2.14.

Commitment Fee. The Company will payFor the period from the Closing Date to the Termination Date, or will cause another Borrower agrees to pay (with regard to the JPY Revolver BorrowerAgent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility according to such Lender’s Pro Rata Share (other than any Defaulting Lenderas adjusted from time to time), a Commitment Fee equal to (i) if the Total Debt to EBITDA Ratio is less than or equal to 2.75, 0.75% per annum of the amount by which the Revolving Loan Commitments exceed the average daily Revolving Outstandings or (ii) if the Total Debt to EBITDA Ratio is greater than 2.75, 1.00% per annum of the amount by which the Revolving Loan Commitments exceed the average daily Revolving Outstandings. The Commitment Fee shall be adjusted quarterly, to the extent applicable, on the date financial statements are received by the Agent after the end of each related Fiscal Quarter based on the Total Debt to EBITDA Ratio as of the last day of such Fiscal Quarter. Notwithstanding the foregoing, (a) if Borrower fails to deliver the financial statements required by Section 6.1.1 or 6.1.2, as applicable, and the related Compliance Certificate required by Section 6.1.3, by the respective date required thereunder after the end of any related Fiscal Quarter, the Commitment Fee shall be adjusted to the higher rate set forth in this Section 2.8.1 from the date such financial statements and Compliance Certificate were required to have been delivered until the date delivered, and (b) no reduction to the Commitment Fee shall become effective at any time when an Event of Default has occurred and is continuing. The Commitment Fee shall be payable in arrears on the last Business Day of March, June, September and December in each year, Fiscal Quarter and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of for any period then ending for which the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which Fee shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”not have previously been paid. All The Commitment Fees Fee shall be computed on the basis of for the actual number of days elapsed in on the basis of a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.”

Commitment Fee. The In connection with the Commencement, the Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver BorrowerInvestor, to the extent permitted by Japanese Law, if applicable), to the Agent as consideration for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), Investor entering into this Agreement a commitment fee in shares of Common Stock equal in value to 5.25% of the total Commitment Amount (the “Commitment Fee”), payable as follows: (1) 1.75% on or before February 12, 2018 (the “Initial Commitment Shares”); (2) 1.75% on the daily amount third (3rd) calendar day after the Effective Date (as defined below); and (3) 1.75% on the thirtieth (30th) calendar day after the Effective Date (the shares issued or issuable pursuant to the foregoing clauses (2) and (3), the “Subsequent Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”) (each a Commitment Share Amount). The Initial Commitment Shares shall be delivered pursuant to the Initial Prospectus Supplement and the Shelf Registration Statement and the Subsequent Commitment Shares shall be delivered pursuant to the Registration Statement. The number of shares comprising the Commitment Fee shall be calculated as follows: the greater of (i) Commitment Amount multiplied by the percentage of Commitment Fee issuable on such issuance day divided by the lowest price of the Unused Revolving Credit Commitments Common Stock on such day of issuance or (ii) Commitment Amount multiplied by the percentage of Commitment Fee issuable on such Revolving Credit Facility Lender during issuance day divided by the preceding quarter (or shorter period commencing low price on the Commencement Date. The Initial Commitment Share Amount will be priced on February 12, 2018 following the close of the Principal Market. The Company undertakes to reserve two and a half times the number of shares representing the total Commitment Fee with each per share price being valued at the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Market Price on Commencement Date, pursuant to Section 5.01(a)(i), at and the applicable percentage per annum indicated Initial Commitment Shares must be included in the pricing grid described in the definition of “Applicable Margin”current and effective Shelf Registration Statement. All Commitment Fees shall Shares must be computed on the basis delivered to Investor within one (1) Business Day of the actual number due date of days elapsed in a year of 360 dayseach respective Commitment Share Amount. For Upon the purpose of calculating any Multicurrency Revolving Lender’s failure to deliver each respective Commitment FeeShare Amount within one (1) Business Day, the outstanding Swing Line Advances during the period for which Company will pay Investor liquidated damages in an amount equal to $10,000 plus an additional $1,000 per day until such Multicurrency Revolving Lender’s respective Commitment Fee Share Amount is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilitydelivered.

Commitment Fee. The Company will pay, or will cause another Borrower agrees to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date)fee, which shall accrue for the period beginning on the Omnibus Amendment Effective Date to and including the earlier of the date such Lender’s Commitment terminates and the Revolver Termination Date, at 0.20a rate (A) as of the close of business on each day when the Minimum Utilization Amount with respect to such Lender exceeds the aggregate principal amount of the Loans of such Lender, equal to (x) (i) during the March 2022 Convertible Notes Refinancing Distribution Period, 0.50% per annum, and (ii) at any other time, 2.00% per annum, in each case, on the excess of (1) the Minimum Utilization Amount with respect to such Lender over (2) the aggregate principal amount of the Loans of such Lender as of the close of business on such day plus (y) at any time, 0.375% per annum initially and, after delivery on the excess of (i) such Lender’s Commitment over (ii) the Minimum Utilization Amount with respect to such Lender or (B) as of the financial statements for close of business on each day when the aggregate principal amount of the Loans of such Lender equals or exceeds the Minimum Utilization Amount with respect to such Lender, 0.375% per annum on the excess of (i) such ▇▇▇▇▇▇’s Commitment over (ii) the aggregate principal amount of the Loans of such Lender as of the close of business on such day. Accrued commitment fees shall be payable in arrears (x) within one Business Day after each Quarterly Date and (y) on the earlier of the date the applicable Lender’s Commitments terminate and the Revolver Termination Date, commencing on the first three full fiscal quarters following such date to occur after the Closing Omnibus Amendment Effective Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed in a year of 360 days(including the first day but excluding the last day). For the purpose purposes of calculating any Multicurrency Revolving Lender’s Commitment Feecomputing commitment fees, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated Commitments shall be deemed to be zero. The Commitment Fee due used to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on extent of the Termination Date applicable to such Revolving Credit Facilityoutstanding Loans of all Lenders.

Commitment Fee. The Company will pay, or will cause another Borrower agrees to pay on each Quarterly Date after the Closing Date and on the Scheduled Commitment Termination Date (with regard if such Commitment Termination Date has not been extended pursuant to Section 2.3.1 or if any principal otherwise becomes due in respect of any Loans on the JPY Revolver BorrowerScheduled Commitment Termination Date) and on the Extension Date (if the Commitment Termination Date has been extended pursuant to Section 2.3.1) (each such date, to the extent permitted by Japanese Law, if applicablea "Commitment Fee Payment Date"), to the Administrative Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender)Lenders, payable in arrears on ratably according to their respective Percentages for the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding calendar quarter (or shorter period commencing portion thereof) preceding each such payment, a non-refundable fee equal to the sum of (i) the aggregate amount of, with respect to each day during the Closing calendar quarter (or portion thereof) preceding the related Commitment Fee Payment Date on which the aggregate outstanding amount of Revolving Loans was equal to or ending greater than the applicable Minimum Borrowing Amount, the Unutilized Commitment with respect to such Termination Date)day multiplied by 0.15% per annum (calculated on an actual/360-day basis) and (ii) the aggregate amount of, with respect to each day during the calendar quarter (or portion thereof) preceding the related Commitment Fee Payment Date on which shall accrue at the aggregate outstanding amount of Revolving Loans was less than the applicable Minimum Borrowing Amount, the Unutilized Commitment with respect to such day multiplied by 0.20% per annum initially and(calculated on an actual/360-day basis). With respect to each Designated CP Conduit and its corresponding Designated CP Conduit Committed Lender, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees there shall be computed on a single fee paid to the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Designated CP Conduit Committed Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Credit Lender under in accordance with its Applicable Revolving Credit Percentage, a commitment fee equal to the applicable Applicable Rate for the Commitment Fee (as shown in the definition of Applicable Rate) times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (other than i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the aggregate Revolving Credit Commitments for purposes of determining the Commitment Fee. The commitment fee shall accrue at all times during the Availability Period, including at any Defaulting Lender)time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Date last day of such the Availability Period for the Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a Facility. The commitment fee (shall be calculated quarterly in arrears, and if there is any change in the “Applicable Rate for the Commitment Fee”) on Fee during any quarter, the actual daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on and multiplied by the basis of Applicable Rate for the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The separately for each period during such quarter that such Applicable Rate for the Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.was in effect. 89 US-DOCS\136335661.3

Commitment Fee. The Company will pay, or will cause another Borrower to Borrowers shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)accordance with its Pro Rata Share, a commitment fee (the “Commitment Fee”) in Dollars equal to 0.375% (the “Commitment Fee Percentage”) per annum times the amount by which the Aggregate Commitments exceeded the sum of (i) the average daily actual Outstanding Amount of Revolving Loans (but not Swing Line Loans) and (ii) the average daily actual Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.18, during the immediately preceding calendar quarter; provided, that if, for any calendar quarter, the sum of (i) the average daily actual Outstanding Amount of Revolving Loans (but not Swing Line Loans) and (ii) the average daily actual Outstanding Amount of L/C Obligations is greater than or equal to 50% of the Aggregate Commitments, subject to adjustment as provided in Section 2.18, the Commitment Fee Percentage for such calendar quarter shall equal 0.25%. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and the amount accrued through the end of each calendar quarter shall be due and payable in arrears on the daily amount first day of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period each calendar quarter, commencing with the first such date to occur after the Closing Date or ending with such Termination and on the Revolving Credit Maturity Date. The Commitment Fee shall be calculated quarterly in arrears. Notwithstanding anything to the contrary contained in this Section 2.10(a), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose purposes of calculating any Multicurrency Revolving Lender’s the Commitment FeeFee for the calendar quarter ended December 31, 2012, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated Percentage from the beginning of such calendar quarter until the First Amendment Effective Date shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility0.50%.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver BorrowerBank a commitment fee on the average daily unused portion of the Commitment, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable computed on a quarterly basis in arrears on the last Business Day of Marcheach calendar quarter based upon the daily utilization for that quarter as calculated by the Bank, Juneequal to the applicable per annum rate set forth in the table below based on the Company's implied counterparty credit rating by S&P and/or the implied rating of the Company's non-credit-enhanced, September senior unsecured long-term debt by Moody's: BBB+/Baa1 or higher .20 % BBB/Baa2 .25 % BBB-/Baa3 .30 % BB+/Ba1 or lower .35 % Any adjustment to the commitment fee as a result of a change in the implied rating of the Company's implied counterparty credit rating by S&P and/or the Company's non-credit-enhanced, senior unsecured long-term debt by Moody's shall be effective as of the effective date of the change in such rating. In the event the rating by S&P and December Moody's do not fall in each yearthe same category provided above, the commitment fee shall be determined by adding one level to the lower of the two rating levels. In the event S&P does not provide an implied counterparty credit rating for the Company and Moody's does not provide an implied rating of the Company's non-credit-enhanced, senior unsecured long-term debt, the commitment fee shall remain unchanged for a period of 90 days thereafter, during which period the Bank and the Company shall negotiate in good faith to agree upon a substitute means for determining the commitment fee. In the event such agreement is not reached in such 90-day period, the commitment fee shall, after such 90th day, be .35%. Such commitment fee shall accrue from the Closing Date to the Termination Date, and shall be due and payable quarterly in arrears on the last Business Day of each fiscal quarter of the Company commencing on March 30, 2007 through such Termination Date, with the final payment to be made on the Termination Date Date; provided, that in connection with any reduction or termination of the Commitment under Section 2.5, the accrued commitment fee calculated for the period ending on such date shall also be paid on the date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)reduction or termination, a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed quarterly payment being calculated on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which from such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed reduction or termination date to be zerosuch quarterly payment date. The Commitment Fee due to each Revolving Lender commitment fee provided in this subsection shall commence to accrue on at all times after the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilityabove-mentioned commencement date, including at any time during which one or more conditions in Article IV are not met.

Commitment Fee. (i) The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver BorrowerAdministrative Agent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Lender in accordance with its Applicable Percentage, a commitment fee (the “Revolving Lender under Commitment Fee”) at a rate per annum equal to the applicable product of (A) 0.50% times (B) the actual daily amount by which the Aggregate Revolving Credit Facility Commitments exceed the sum of (other than 1) the Outstanding Amount of Revolving Loans and (2) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Revolving Commitment Fee. The Revolving Commitment Fee shall accrue at all times during the Availability Period, including at any Defaulting Lender)time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) last day of the definition Availability Period. (ii) The Borrower shall pay to the Administrative Agent, for the account of “Termination Date”)each Lender in accordance with its Applicable Percentage, a commitment fee (the “Term Loan Commitment Fee” and together with the Revolving Credit Commitment Fee, the “Commitment Fees”) at a rate per annum equal to the product of (A) 1.00% (provided, that, such percentage shall be decreased to 0.50% on the date when the Term Loan Commitments of all the Lenders as in effect on such date are less than or equal to $25,000,000 times (B) the actual daily amount of the Unused Term Loan Commitments, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Aggregate Revolving Credit Commitments for purposes of such Revolving Credit Facility Lender determining the Term Loan Commitment Fee. The Term Loan Commitment Fee shall accrue at all times during the preceding quarter (Availability Period, including at any time during which one or shorter period more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the Closing Date or ending with first such Termination Date), which shall accrue at 0.20% per annum initially and, date to occur after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed and on the basis last day of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit FacilityAvailability Period.

Commitment Fee. The Company will payA quarterly "commitment fee", or will cause another Borrower to pay (with regard payable quarterly in advance, calculated as of the first day of each January, April, July, and October prior to the JPY Revolver Maturity Date, equal to a percentage of the Commitment Amount as of the first day of each fiscal quarter of Borrower, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20percentage to be (i) 1 % per annum initially andthrough June 30, after delivery 1997; and (ii) the per annum percentage determined pursuant to the Matrix and this Section as of each July 1, October 1, January 1, and April 1 thereafter (each also a "Repricing Date"). As of the financial statements first Repricing Date after the date of this Agreement and continuing on each subsequent Repricing Date, the commitment fee will be "re-priced" for the first three full fiscal quarters following quarter commencing on the Closing Date, pursuant to Section 5.01(a)(i), Repricing Date at the applicable percentage per annum Level set forth in the Matrix corresponding to the results of the Debt to Tangible Worth, Available Liquidity, and Interest Coverage computations determined for the Test Date as indicated in the pricing grid described following table: REPRICING DATE TEST DATE -------------- --------- January 1 Prior September 30 April 1 Prior December 31 July 1 Prior March 31 October 1 Prior June 30 Even though the financial reports necessary to calculate the financial tests in the definition Matrix may not be available until after Repricing Dates occurring on January 1, any re-pricing on such Repricing Dates will be effective as of “Applicable Margin”January 1, even though the computations may not have been completed by January 1. All However, Borrower will pay the quarterly commitment fee for the quarter commencing on January 1 based on the pricing in effect for the prior quarter and, upon determination of the appropriate commitment fee pricing for the fiscal quarter beginning on such January 1, Borrower will, within 15 days of such determination, pay any shortfall to the Agent; provided, however, that if Borrower has paid more than the re-priced commitment fee amount, the Agent will credit the excess against future installments on account of the commitment fee. In order to qualify for a reduction in commitment fee pricing, all three of the Debt to Tangible Net Worth, Available Liquidity, and Interest Coverage tests for the appropriate level of pricing must be met as of the relevant Test Date. Commitment Fees fee pricing shall be computed on the basis increased, as of the actual number next Repricing Date, if any of days elapsed the Debt to Tangible Net Worth, Available Liquidity, and Interest Coverage tests are not met, with the pricing to increase to the pricing level in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period Matrix for which such Multicurrency Revolving Lender’s all of the three tests are met. Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on fee installments are fully earned as the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilityinstallments fall due.

Commitment Fee. The Company will payBorrowers shall pay Agent, or will cause another Borrower for the -------------- benefit of all Lenders committed to pay (with regard make Revolving Loans and Acquisition Loans, subject to the JPY Revolver Borrowerimmediately following sentence, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each yearcase based upon their respective Pro Rata Shares, and on a fee ("Unused Fee") in an amount equal to (1)(a) the Termination Date Revolving Loan Commitment plus (b) the Acquisition Loan Commitment less (c) the ---- ---- sum of such Revolving Credit Facility (pursuant to clause (ai) the average daily balance of the definition Revolving Loans plus ---- (ii) the average daily balance of “Termination Date”), a commitment fee the Acquisition Loans plus ---- (iii) the “Commitment Fee”) on the average daily aggregate amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender outstanding Risk Participation Liability, in each case during the preceding quarter month, multiplied by (or shorter 2) the applicable percent per annum set forth in ---------- -- the Unused Fee Pricing Table below opposite the Total Indebtedness to Pro Forma EBITDA ratio calculated for the most recent Calculation Period; provided, however, that during the -------- ------- period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and ending on August 31, 1998, the applicable percent per annum shall cease to accrue be 0.50%. Commencing on the Termination day immediately following the date specified in clause (b)(v) in the definition of the term "Expiry Date" and continuing thereafter, the Unused Fee shall only be for the benefit of all Lenders committed to make Revolving Loans (based upon their respective Pro Rata Shares) and clauses (1)(a), (1)(c)(i) and (iii) and (2) above shall only apply for purposes of calculating such Unused Fee. Any Unused Fee is to be paid monthly in arrears on the first day of the first month following the Closing Date and the first day of each month thereafter. For purposes of determining the Unused Fee for the months of September, October and November of 1998, EBITDA (as calculated in Covenant 4.3 of Exhibit 4.7(D)) shall be annualized based on actual results for -------------- Fiscal Year 1998 through the date of determination. UNUSED FEE PRICING TABLE ------------------------ Total Indebtedness to Pro Forma EBITDA is: Percent equal to or greater than 3.00 to 1.00 0.50% less than 3.00 to 1.00 0.375% (C) Risk Participation Fee. From the Closing Date, ---------------------- Borrowers shall pay Agent, for the benefit of all Lenders committed to make Revolving Loans (based upon their respective Pro Rata Shares), a fee for each Lender Letter of Credit and each Risk Participation Agreement from the date of issuance to the date of termination thereof equal to the average daily aggregate amount of outstanding Risk Participation Liability thereunder multiplied by the applicable LIBOR Margin. Such fee is to such Revolving be ---------- paid monthly in arrears on the first day of each month. Borrowers shall also reimburse Agent for any and all fees and expenses paid by Agent to the issuer of any Bank Letter of Credit Facilitythat is supported by a Risk Participation Agreement.

Commitment Fee. The Company will pay, or will cause another Borrower agrees to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Credit Lender under and each Term Lender, for the applicable period (including any portion thereof when any of the Commitments are suspended by reason of the Borrower's inability to satisfy any condition of Article III) commencing on (i) in the case of each Initial Lender, from (and including) June 26, 2006 and (ii) in the case of each other Lender, from (and including) the effective date specified in the Assignment and Acceptance pursuant to which such other Lender became a Lender and continuing through (x) in the case of the Revolving Credit Facility Lenders, the Revolving Credit Termination Date and (other than any Defaulting Lendery) in the case of the Term Lenders, the earlier of (A) the date when the aggregate amount of all Term Advances is made equal to the aggregate amount of all Term Commitments and (B) the date on which all Unused Term Commitments are terminated (or deemed terminated), a commitment fee equal to the Applicable Percentage in effect from time to time on the aggregate amount of each Lender's unused Commitment, payable in arrears. All commitment fees payable pursuant to this Section shall be calculated on the basis of a year comprised of 360 days and payable by the Borrower in arrears on the date of the initial Borrowing hereunder and, thereafter, quarterly on the last Business Day day of each fiscal quarter of the Borrower ending on or about the last day of each March, June, September and December in each yearas set forth on Schedule 2.04(a) hereof and with respect to any facility, and the date on which all unused Commitments with respect to such facility, as applicable, are terminated (or deemed terminated). Any term or provision hereof to the Termination Date contrary notwithstanding, for purposes of such Revolving Credit Facility (pursuant to this clause (a) of the definition of “Termination Date”), a commitment fee (neither the “Commitment Fee”) on making of Swing Line Advances nor the daily amount purchase of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, participation interests therein pursuant to Section 5.01(a)(i), at 2.02(b) shall constitute usage under the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Revolving Credit Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose for purposes of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed commitment fees to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on paid by the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit FacilityBorrower under this clause (a).

Commitment Fee. (a) The Company will pay, or will cause another Borrower agrees to pay (with regard to the JPY Revolver BorrowerAdministrative Agent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Multi-Currency Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with from and including the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in amount equal to the definition of “Applicable Margin”. All Commitment Fees shall be computed Fee Rate on the basis amount equal to the Commitment Percentage of such Multi-Currency Lender multiplied by the actual number average daily amount by which the Aggregate Commitment exceeds the Aggregate Actual Outstanding Multi-Currency Extensions of days elapsed in a year Credit (without taking into account any amount of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances Loans from time to time outstanding) during the period for which such Multicurrency Revolving Lender’s Commitment Fee fee is calculated payable. (b) Each commitment fee owing pursuant to Section 7.13(a) shall be deemed to be zero. The Commitment Fee due to payable, in arrears, (x) for each Revolving Lender shall commence to accrue fiscal quarter of the Company (or portion thereof) following the Closing Date, on the date which is two (2) Business Days following the last day of each such fiscal quarter (commencing with the first full fiscal quarter ended after the Closing Date and Date); provided, however, that if the Company shall cease not have received from the Administrative Agent the documentation supporting calculations of such commitment fee prior to accrue such date, then, on the Termination Date applicable date which is two (2) Business Days after the date of the Company’s receipt from the Administrative Agent of such supporting documentation and (y) on the last day of the Commitment Period. (c) Notwithstanding anything herein to the contrary, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clause (a), and Section 7.6 above (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees); provided, that (i) to the extent that a Multi-Currency Commitment Percentage of the L/C Obligations of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 7.17(a), such fees that would have accrued pursuant to Section 7.6 for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Revolving Credit FacilityNon-Defaulting Lenders, pro rata in accordance with their respective Multi-Currency Commitments, and (ii) to the extent any portion of such L/C Obligations cannot be so reallocated and the relevant Borrower has not provided cash collateral, such fees pursuant to clause (b) will instead accrue for the benefit of and be payable to the Issuing Lender as their interests appear (and the pro rata payment provisions of Section 7.15 will automatically be deemed adjusted to reflect the provisions of this Section 7.13(c)).

Commitment Fee. The Company will payIn consideration of the Commitments, or will cause another the Borrower agrees to pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) ratable benefit of the definition of “Termination Date”), Lenders a commitment fee (the “Commitment Fee”"COMMITMENT FEE") in an amount equal to (1) with respect to the Tranche B Term Loan Committed Amount, one-half percent (0.5%) per annum from the Closing Date until the Funding Date, and (2) with respect to the Tranche A Term Loan Committed Amount and the Revolving Committed Amount, from and after (A) the Closing Date until October 31, 2001, one-eighth percent (.125%) per annum on the Tranche A Term Loan Committed Amount and the Revolving Committed Amount and (B) November 1, 2001 until the Funding Date, one-quarter percent (.25%) per annum. After the Funding Date the Borrower agrees to pay to the Administrative Agent for the ratable benefit of the Lenders holding a Revolving Commitment, a Commitment Fee equal to the Applicable Percentage per annum on the average daily unused amount of the Unused Revolving Credit Commitments Committed Amount. For purposes of computing the Commitment Fee hereunder, (i) LOC Obligations shall be considered usage under the aggregate Revolving Committed Amount and (ii) Swingline Loans shall not be considered usage under the aggregate Revolving Committed Amount unless and until other Lenders having a Revolving Commitment purchase Participation Interests in such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, Swingline Loans pursuant to Section 5.01(a)(i2.2(b)(ii), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue be payable quarterly in arrears on the Closing Date 15th day following the last day of each calendar quarter for the prior calendar quarter and shall cease to accrue on upon termination of the Termination Date applicable to such Revolving Credit FacilityCommitments and the funding of the Term Loans.

Commitment Fee. The Company will pay15.1 In connection with each Facility, or will cause another the Borrower to shall pay (with regard to the JPY Revolver Borrower, to Lender within five (5) Business Days from the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) end of the definition Commitment Fee Calculation Period, in accordance with the provisions of “Termination Date”)Article 18, a commitment fee (the “Commitment Fee”) on Fee in the daily amount calculated as the total amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender Amount on each day during the preceding quarter Commitment Fee Calculation Period (provided with respect to the day on which drawdown in relation to a Loan or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery change of the financial statements for the first three full fiscal quarters following the Closing Date, Facility Amount pursuant to Section 5.01(a)(i)Article 2.3 is made, at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees Unused Facility Amount after such drawdown or change shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For apply for the purpose of calculating any Multicurrency Revolving Lender’s this Article 15) multiplied by the Commitment FeeFee Rate, and divided by 365 days. Except for in the cases of Articles 15.2 and 15.3, the outstanding Swing Line Advances Term Loan Agreement for NAVER J. Hub Corporation dated September 16th, 2020 Table of Contents Lender shall not be required to return the Commitment Fee that it receives. The calculation of the Commitment Fee by the Lender will be final and binding absent manifest error, and the Borrower and Guarantor shall not object to such calculation. 15.2 Notwithstanding the provisions of Article 15.1, if the Lender fails to perform the Lending Obligations, the Borrower shall not be required to pay to the Lender the amount (fractions less than one yen (JPY 1) shall be rounded down) calculated as the total amount of the Unused Facility Amount on each day during the period for which such Multicurrency Revolving Lender’s Default Period, multiplied by the Commitment Fee Rate, and divided by 365. If the Lender has already received the amount equivalent to such money, the Lender shall return such amount to the Borrower by remitting it directly to the Borrower Account immediately after the Default Period. In this Article 15.2, the “Default Period” means the period commencing on the day (inclusive) on which an event of default occurs, and ending on the day (inclusive) before the day on which the default is calculated remedied, and the day on which a default is remedied shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.determined as follows:

Commitment Fee. The Company will pay, or will cause another Borrower agrees to pay on each Quarterly Date after the Closing Date and on the Scheduled Commitment Termination Date (with regard if such Commitment Termination Date has not been extended pursuant to Section 2.3.1 or if any principal otherwise becomes due in respect of any Loans on the JPY Revolver BorrowerScheduled Commitment Termination Date) and on the Extension Date (if the Commitment Termination Date has been extended pursuant to Section 2.3.1) (each such date, to the extent permitted by Japanese Law, if applicablea "Commitment Fee Payment Date"), to the Administrative Agent for the account of the Lenders, ratably according to their respective Percentages for the period relating to each such payment, a non-refundable fee equal to the sum of (i) the aggregate amount of, with respect to each day during the period ending on the related Commitment Fee Payment Date on which the aggregate outstanding amount of Revolving Lender under Loans was equal to or greater than the applicable Revolving Credit Facility (other than any Defaulting Lender)Minimum Borrowing Amount, payable in arrears on the last Business Day of MarchUnutilized Commitment with respect to such day, Junemultiplied by, September and December in each year, and on during the Termination Date of such Revolving Credit Facility (pursuant to clause (a) initial 550 days of the definition of “Termination Date”)Ramp-Up Period, a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i(calculated on an actual/360-day basis), at the applicable percentage and thereafter, 0.30% per annum indicated in (calculated on an actual/360-day basis) and (ii) the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Feeaggregate amount of, the outstanding Swing Line Advances with respect to each day during the period for which such Multicurrency Revolving Lender’s ending on the related Commitment Fee is Payment Date on which the aggregate outstanding amount of Revolving Loans was less than the applicable Minimum Borrowing Amount, the sum of (x) the Minimum Borrowing Amount with respect to such day multiplied by 0.43% per annum (calculated on an actual/360-day basis) and (y) (1) an amount equal to (A) the Total Maximum Commitment with respect to such day minus (B) the Minimum Borrowing Amount with respect to such day, multiplied by, (2) during the initial 550 days of the Ramp-Up Period, 0.20% per annum (calculated on an actual/360-day basis), and thereafter, 0.30% per annum (calculated on an actual/360-day basis). With respect to each Designated CP Conduit and its corresponding Designated CP Conduit Lender, there shall be deemed a single fee paid to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit FacilityDesignated CP Conduit Lender.

Commitment Fee. (i) The Company will pay, or will cause another U.S. Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Lender under in accordance with its U.S. Pro Rata Share, a commitment fee equal to the applicable Revolving Credit Facility Applicable Rate times the actual daily amount by which the Aggregate U.S. Commitments exceed the sum of (other than A) the Outstanding Amount of U.S. Committed Loans and (ii) the Outstanding Amount of U.S. L/C Obligations, subject to adjustment as provided in Section 4.10. For the avoidance of doubt, the Outstanding Amount of U.S. Swing Line Loans shall not be counted towards or considered usage of the Aggregate U.S. Commitments for purposes of determining the commitment fee. (ii) The Canadian Borrowers shall pay to the Administrative Agent for the account of each Canadian Lender in accordance with its Canadian Pro Rata Share, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Canadian Commitments exceed the sum of (A) the Outstanding Amount of Canadian Committed Loans and (ii) the Outstanding Amount of Canadian L/C Obligations, subject to adjustment as provided in Section 4.10. For the avoidance of doubt, the Outstanding Amount of Canadian Swing Line Loans shall not be counted towards or considered usage of the Aggregate Canadian Commitments for purposes of determining the commitment fee. (iii) The commitment fees shall accrue at all times during the Availability Period, including at any Defaulting Lender)time during which one or more of the conditions in Article 6 is not met, and shall be due and payable quarterly in arrears on the last first Business Day after the end of each March, June, September and December in each yearDecember, commencing with the first such date to occur after the Closing Date, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) last day of the definition of “Termination Date”)Availability Period. The commitment fees shall be calculated quarterly in arrears, a commitment fee (and if there is any change in the “Commitment Fee”) on Applicable Rate during any quarter, the actual daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on and multiplied by the basis of the actual number of days elapsed Applicable Rate separately for each period during such quarter that such Applicable Rate was in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilityeffect.

Commitment Fee. (1) The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, Lenders a commitment fee for each Commitment Fee Calculation Period in an amount equal to the extent permitted average balance of the Unused Loan Amounts due to such Lender for such Commitment Fee Calculation Period multiplied by Japanese Law, if applicable), the Commitment Fee Rate on any date not later than five Business Days after the end of such Commitment Fee Calculation Period as Agent shall notify the Borrower and all Lenders. If an individual loan of a lender is extended or repaid or the maximum loan amount is modified pursuant to the Agent for provisions of Article 2.5, each unused loan amount of such lender on the account date of such extension, repayment or modification shall be the increased or decreased amount of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date unused loan amount as a result of such Revolving Credit Facility (extension, repayment or modification. In cases where a loan agreement pertaining to an individual loan has been canceled pursuant to clause (athe first sentence of Article 587-2(2) of the definition Civil Code, the principal amount of “Termination Date”said individual loan and the principal amount of an individual loan that the nonperforming lender has decided not to execute shall not be deducted from the maximum amount of loans in calculating the unused credit line of the lender for said individual loan. The Agent’s calculation of the Commitment Fee hereunder shall be final and binding, absent manifest error. (2) Notwithstanding the provisions of the preceding paragraph, if the loan obligations of all lenders are discharged pursuant to Article 8.3, the Borrower shall not be obligated to pay commitment fees to all lenders corresponding to the period of such loan disability. (3) Notwithstanding the provisions of paragraph (1) of this Article, the Borrower shall not be liable to any non-bank lender (meaning a lender registered under Article 3, paragraph (1) of the Money Lending Business Act. (Hereinafter the same shall apply in this paragraph.), a (i) If the annual percentage rate of interest and commitment fee (calculated by the “Commitment Fee”following formula) on the daily amount exceeds 15% as of the Unused Revolving Credit Commitments end of any Commitment Fee Calculation Period, the Company shall not be obligated to pay interest and commitment fee to such nonbank lender with respect to the portion of the interest and commitment fee calculated by the following formula that exceeds 15% as of the end of such Revolving Credit Facility Lender during Commitment Fee Calculation Period Formula: (Total commitment fees payable to the preceding quarter non-bank lender + interest and liquidation proceeds on all individual loans to the non-bank lender) / (or shorter period commencing with Total average principal balance of all individual loans to the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual non-bank lender) x 365 / (Actual number of days elapsed in a year of 360 days. For the purpose commitment fee calculation period) (%) (4) The commitment fee under Paragraph 1 of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated this Article shall be deemed calculated on a pro-rata basis with both ends and one year being 365 days, with divisions made at the end and rounded down to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facilitynearest yen.

Commitment Fee. The Company will payCommencing on the Closing Date, or will cause another Borrower to the Borrowers shall -------------- pay (with regard to the JPY Revolver BorrowerAdministrative Agent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the Lenders, a non- refundable commitment fee at a rate per annum equal to the applicable Revolving Credit Facility rate (other than any Defaulting Lender)the "Commitment Fee Rate") set forth below on the average daily unused portion of the Aggregate Commitment; provided, that the amount of outstanding Swingline -------- Loans shall not be considered usage of the Aggregate Commitment for the purpose of calculating such commitment fee. The commitment fee shall be payable in arrears on the last Business Day of Marcheach calendar quarter during the term of this Agreement commencing September 30, June, September and December in each year1998, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a . Such commitment fee (shall be distributed by the “Commitment Fee”) on Administrative Agent to the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing Lenders pro rata in accordance with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Lenders' --- ---- respective Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zeroPercentages. The Commitment Fee due to each Revolving Lender Rate shall commence to accrue (i) on the Closing Date equal the percentage set forth in the certificate delivered pursuant to Section 5.2(e)(ii) and (ii) for each fiscal quarter thereafter be determined by reference to the Leverage Ratio as of the end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate or as of the closing date of any Permitted Acquisition as follows: Leverage Ratio Commitment Fee Rate -------------- ------------------- Greater than or equal to 3.00 to 1.00 0.275% Less than 3.00 to 1.00 0.250% Adjustments, if any, in the Commitment Fee Rate shall cease to accrue be made by the Administrative Agent on the Termination Adjustment Date; provided that adjustments in the -------- Commitment Fee Percentage also shall be made by the Administrative Agent on the closing date of any Permitted Acquisition following receipt by the Administrative Agent of evidence of pro forma covenant compliance with each covenant contained in Article IX (as delivered pursuant to Section 10.4(e) hereof). In the event the Company fails to deliver such financial statements and certificate or evidence of covenant compliance, as applicable, within the time required by Sections 7.1, 7.2 and 10.4(e) hereof, the Commitment Fee Rate shall be the highest Commitment Fee Rate set forth above until the Adjustment Date applicable to following the delivery of such Revolving Credit Facilityfinancial statements and certificate or evidence of covenant compliance, as applicable.

Commitment Fee. The Company will payAs additional compensation for the Revolving Commitment, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)Lenders, a commitment fee (the “Commitment Fee”) for Borrower’s non-use of available funds under the Revolving Commitment (including any available funds under an Incremental Facility), payable quarterly in arrears on the last day of each calendar quarter with respect to such calendar quarter, commencing as of March 31, 2015, and on the Maturity Date, with respect to the period from the immediately preceding Fiscal Quarter to the Maturity Date (such period or such Fiscal Quarter, as applicable, a “Measurement Period”), in an amount equal to the Commitment Fee Rate times the average unused portion of the Revolving Commitment during such Measurement Period, as reasonably determined by the Administrative Agent. The unused portion of the Revolving Commitment, for purposes of this calculation, shall equal the Total Revolving Commitments (as reduced from time to time) less the sum of (A) the average for the Measurement Period of the daily closing balance of the Revolving Loans outstanding, (B) the average for the Measurement Period of the daily closing balance of the aggregate undrawn amount of all Letters of Credit outstanding at such time, and (C) the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during average for the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery Measurement Period of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis daily closing balance of the actual number aggregate amount of days elapsed in a year of 360 daysall L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans. For the purpose avoidance of calculating any Multicurrency Revolving Lender’s Commitment Feedoubt, the outstanding Swing Line Advances during amount of any Swingline Loans shall not be counted towards or considered usage of the period Total Revolving Commitments for which such Multicurrency Revolving Lender’s purposes of determining the Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit FacilityFee.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver BorrowerAdministrative Agent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”)accordance with its Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to: (i) the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Revolving A Commitments exceed the sum of (y) the Outstanding Amount of Revolving A Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15; and (ii) the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Revolving B Commitments exceed the Outstanding Amount of Revolving B Loans, subject to adjustment as provided in Section 2.15 The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the daily amount first Business Day after the end of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period each March, June, September and December, commencing with the Closing Date or ending with first such Termination Date), which shall accrue at 0.20% per annum initially and, date to occur after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed and on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zeroMaturity Date. The Commitment Fee due to shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving Lender shall commence to accrue on A Commitments and/or the Closing Date and shall cease to accrue on the Termination Date applicable to such Aggregate Revolving Credit FacilityB Commitments, as applicable.

Commitment Fee. The Company will pay, or will cause another Borrower to shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), Lenders a commitment fee (the “Commitment Fee”) on for the daily amount period from and including the 2013 Amendment Effective Date to but excluding the Revolving Credit Maturity Date (or the earlier date of termination of the Unused Total Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter Commitment) calculated (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in over a year of 360 days) at a rate equal to the Applicable Margin with respect to Commitment Fees on the average daily Unused Total Revolving Credit Commitment during the preceding quarter (or, if shorter than a quarter, during the period from the 2013 Amendment Effective Date to the end of the fiscal quarter during which the 2013 Amendment Effective Date occurs). For The issuance of Letters of Credit shall be treated as usage of the purpose of calculating any Multicurrency Total Revolving Lender’s Credit Commitment. Such Commitment Fee, to the outstanding Swing Line Advances during extent then accrued, shall be payable (x) quarterly in arrears on the period for which such Multicurrency first Business Day of each April, July, October and January (commencing with the first Business Day of January 2014), (y) on the Revolving Lender’s Credit Maturity Date (or the earlier date of termination of the Total Revolving Credit Commitment) and (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the Total Revolving Credit Commitment. For purposes of clarification, the Applicable Margin used to calculate the Commitment Fee is calculated shall be deemed for any portion of any period that occurs prior to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing 2013 Amendment Effective Date and shall cease to accrue on the Termination Date applicable shall, solely with respect to such portion of such period, be the Applicable Margin (prior to giving effect to the 2013 Revolving Credit FacilityFacility Amendment Agreement).

Commitment Fee. The In consideration for the Investor’s execution and delivery of this Agreement, the Company will pay, or will shall pay the Investor in cash and/or cause another Borrower the Transfer Agent to pay issue Ordinary Shares (with regard the “Commitment Shares”) directly to the JPY Revolver Borrower, Investor in an aggregate amount equal to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Lender under the applicable Revolving Credit Facility One Million Dollars (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a$1,000,000) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) ). The Commitment Fee may be paid by the Company in any combination of cash and Commitment Shares at the sole discretion of the Company. In furtherance of the potential payment of the Commitment Fee in Commitment Shares, the Company shall deliver to the Transfer Agent on the daily amount date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6 for the issuance of up to 250,000 Ordinary Shares which shall represent a good faith estimate of the Unused Revolving Credit Commitments full value of the Commitment Fee paid in Commitment Shares (for purposes of the Registration Statement, the parties agree that the Company shall initially register for resale 250,000 Ordinary Shares). The Company shall pay the Commitment Fee to the Investor within two (2) Business Days after the date that the Registration Statement is declared effective by the SEC. If the Company elects to pay all or a portion of the Commitment Fee in Ordinary Shares, the Company shall deposit registered Ordinary Shares, bearing no restrictive legends, into the Investor’s brokerage account within two (2) Business Days and the value of such Revolving Credit Facility Lender during Commitment Shares shall be calculated by multiplying the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery VWAP of the financial statements for five Business Days immediately preceding the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition date of “Applicable Margin”. All Commitment Fees shall be computed on the basis effectiveness of the actual Registration Statement by the number of days elapsed in a year Commitment Shares so deposited (provided, however, that if the value of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Shares so deposited is less than the Commitment Fee, the outstanding Swing Line Advances during remainder of the period Commitment Fee shall be paid to the Investor in cash). In the event that the Company fails to deliver the full $1,000,000 Commitment Fee within two (2) Business Days from the date that the Registration Statement is declared effective by the SEC, the Company shall pay to the Investor, as liquidated damages and not as a penalty, an amount in cash equal to one percent (1%) of the Commitment Fee for which such Multicurrency Revolving Lender’s each Business Day that the delivery of the Commitment Shares is not made, commencing on the third (3rd) Business Day following the date the Registration Statement is declared effective by the SEC and continuing until the date that the Commitment Fee is calculated paid in full. The parties acknowledge and agree that the actual damages likely to result from a failure to timely pay the Commitment Fee (including the failure to timely deliver the Commitment Shares) are difficult to ascertain and that the foregoing liquidated damages provision represents a reasonable estimate of such damages and is not intended as a penalty. For the avoidance of doubt, all of the Commitment Shares shall be deemed to be zero. The fully earned as of the date of this Agreement, irrespective of any subsequent termination of this Agreement but the Commitment Fee due will in no event be paid to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on Investor if the Termination Date applicable to such Revolving Credit Facilityexecution of this Agreement does not occur.

Commitment Fee. The Company will payCommencing on the Closing Date, or will cause another the Borrower to shall pay (with regard to the JPY Revolver BorrowerAdministrative Agent, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of the Lenders, a non-refundable commitment fee on the average daily unused portion of the aggregate Revolving Credit Commitments at a rate based upon the table set forth below and shall be determined and adjusted quarterly on each a Calculation Date 10 Business Days after the date by which the Borrower is required to provide an Officer’s Compliance Certificate for the most recently ended Fiscal Quarter; provided that the amount of outstanding Swingline Loans shall not be considered usage of the Revolving Lender under Credit Commitment for the purpose of calculating such commitment fee; provided further, however, that (a) the initial rate shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level III until receipt by the Administrative Agent of the Officer’s Compliance Certificate for the Fiscal Quarter ending on or nearest to December 31, 2005 and, thereafter the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter preceding the applicable Revolving Credit Facility Calculation Date, and (other than any Defaulting Lender)b) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended Fiscal Quarter preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level IV (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, at which time (but with no retroactive effect) the Pricing Level shall be determined by reference to the Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter preceding such Calculation Date. The commitment fee rate so determined shall be effective from one Calculation Date until the next Calculation Date. The commitment fee shall be payable in arrears on the last Business Day of Marcheach consecutive Fiscal Quarter ending on or nearest to December 31, JuneMarch 31, June 30 and September and 30 during the term of this Agreement, commencing on the last Business Day of the Fiscal Quarter ending on or nearest to December in each year31, 2005, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Maturity Date”), a . Such commitment fee (shall be distributed by the “Commitment Fee”) on Administrative Agent to the daily amount of Lenders pro rata in accordance with the Unused Lenders’ respective Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (Commitment Percentages. IV Greater than 3.00 to 1.00 0.500 % Greater than 2.50 to 1.00, but less than or shorter period commencing with the Closing Date equal to III 3.00 to 1.00 0.500 % Greater than 2.00 to 1.00, but less than or ending with such Termination Date), which shall accrue at 0.20equal to II 2.50 to 1.00 0.500 % per annum initially and, after delivery of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant I Less than or equal to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility.2.00 0.375 %

Commitment Fee. The Company will pay, or will cause another Borrower to Borrowers shall pay (with regard to the JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Administrative Agent for the account of each Revolving Credit Lender under the applicable Revolving Credit Facility (other than any Defaulting Lender), payable in arrears on the last Business Day of March, June, September and December in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily average unused amount of the Unused such Lender’s Revolving Credit Commitments Commitment (for which purpose (i) the aggregate amount of such any Letter of Credit Liabilities in respect of Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the Closing Date or ending with such Termination Date), which shall accrue at 0.20% per annum initially and, after delivery Letters of the financial statements for the first three full fiscal quarters following the Closing Date, pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated Credit shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue a pro rata (based on the Closing Date Revolving Credit Commitments) use of each Lender’s Revolving Credit Commitment and (ii) any Reserved Commitment Amount shall cease be deemed to accrue on be unused), for the Termination Date applicable period from and including the date hereof to but not including the earlier of the date such Revolving Credit FacilityCommitment is terminated and the Revolving Credit Commitment Termination Date, at a rate per annum equal to (x) 1/2 of 1% at any time the then-current Rate Ratio (determined pursuant to Section 3.03 hereof) is greater than 5.00 to 1 and (y) 3/8 of 1% at any time the then-current Rate Ratio (so determined) is equal to or less than 5.00 to 1, provided that the commitment fee described in the foregoing clauses (x) or (y) will be increased by 1/8 of 1% for any period during which the aggregate outstanding principal amount of the Revolving Credit Loans and Letter of Credit Liabilities shall be less than 50% of the aggregate principal amount of the Revolving Credit Commitments. The Borrowers shall pay to the Administrative Agent for account of each Incremental Facility Lender of any Series a commitment fee in such amounts, and on such dates, as shall have been agreed to by the Borrowers and such Incremental Facility Lender upon the establishment of the Incremental Facility Commitment of such Series to such Lender pursuant to Section 2.01(e) hereof. Accrued commitment fee shall be payable on each Quarterly Date and on the earlier of the date the relevant Commitments are terminated and the Revolving Credit Commitment Termination Date or the Incremental Facility Commitments of such Series terminate, as the case may be.