Common use of Commitment Fees Clause in Contracts

Commitment Fees. (A) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, for the account of each Lender with a Participation FCI Commitment, a commitment fee (the “Participation FCI Commitment Fee”) which shall accrue at the Applicable Rate on the average daily unused amount of each Participation FCI Commitment of such Lender during the period from and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Participation FCI Commitments terminate, commencing on the first such date to occur after the Funding Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender during the period from and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. (A) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to payi) to the Foreign Trade Facility Agent, Administrative Agent for the account of each Facility A Lender with a Participation FCI Commitment, a commitment fee (the “Participation FCI Commitment Fee”) which shall accrue , at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, on the daily average daily unused amount of each Participation FCI Commitment of such Lender during Facility A Lender’s Unused Commitment for Facility A from the period from date hereof to and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly Facility A Termination Date, payable in arrears on the last Business Day of March, June, September and December of each year Quarterly Payment Date and on the date on which Facility A Termination Date and (ii) to the Participation FCI Commitments terminateAdministrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, commencing at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the first daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to occur after and including the Funding Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. Participation FCI All accrued Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and with respect to Facility A under this Section 2.07 shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount effective date of any termination of the Bilateral FCI Issuing Commitment obligations of such Bilateral FCI Issuing Lender during the period from Facility A Lenders to make Facility A Loans hereunder, and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI all accrued Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date with respect to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for the actual number of days elapsed (including the first day but excluding the last day)any reason.

Commitment Fees. (A) The Parent Borrower agrees to shall pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent for the account of (x) each Dollar Revolving Lender in accordance with a Participation FCI Commitmentits Dollar Revolving Commitment Percentage, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the Aggregate Dollar Revolving Committed Amount exceeds the sum of (i) the Outstanding Amount of Dollar Revolving Loans (but not, for the avoidance of doubt, any Swingline Loans) and (ii) the Outstanding Amount of Dollar Facility L/C Obligations, (y) each Limited Currency Revolving Lender in accordance with its Limited Currency Revolving Commitment Percentage, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the Aggregate Limited Currency Revolving Committed Amount exceeds the sum of (i) the Outstanding Amount of Limited Currency Revolving Loans and (ii) the Outstanding Amount of Limited Currency Facility L/C Obligations and (z) each Multicurrency Revolving Lender in accordance with its Multicurrency Revolving Commitment Percentage, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the Aggregate Multicurrency Revolving Committed Amount exceeds the Outstanding Amount of Multicurrency Revolving Loans other than Fronted Currency Loans (such fees, collectively, the “Participation FCI Commitment FeeFees”) which ). The Commitment Fees shall accrue at the Applicable Rate on the average daily unused amount of each Participation FCI Commitment of such Lender during the period from and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminateAmendment No. Accrued Participation FCI Commitment Fees 3 Effective Date, and shall be paid due and payable quarterly in arrears on the last Business Day of each March, June, September and December of each year (and shall be due and payable on the date on which Amendment No. 3 Effective Date as set forth in the Participation FCI Commitments terminatenext sentence), commencing on with the first such date to occur after the Funding DateAmendment No. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender during the period from and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).3

Commitment Fees. (A) The Parent Borrower agrees to shall pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility AgentAdministrative Agent (i) for the account of the Working Capital Lenders, a commitment fee from the Effective Date until the Working Capital Termination Date, payable quarterly in arrears on each Interest Payment Date with respect to Base Rate Advances and on the Working Capital Termination Date at the rate of 0.75% per annum on the sum of the average daily Unused Working Capital Commitment of such Working Capital Lender during such quarter, (ii) for the account of the Delayed Draw Term Lenders, a commitment fee from the Effective Date until the Delayed Draw Commitment Termination Date, payable quarterly in arrears on each Interest Payment Date with respect to Base Rate Advances and on the Delayed Draw Commitment Termination Date at the rate of 0.75% per annum on the sum of the average daily Unused Delayed Draw Term Commitment of such Delayed Draw Term Lender during such quarter and (iii) for the account of each Lender with a Participation FCI Commitment, a commitment fee (the “Participation FCI Commitment Fee”) which shall accrue at the Applicable Rate on the average daily unused amount of each Participation FCI Commitment of such Lender during the period from and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Participation FCI Commitments terminate, commencing on the first such date to occur after the Funding Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing LC Facility Lender, a commitment fee (from the “Bilateral FCI Commitment Fee”) which shall accrue Effective Date until the LC Facility Termination Date, payable quarterly in arrears on each Interest Payment Date with respect to Base Rate Advances and on the LC Facility Termination Date at the Applicable Rate (or such other rate as may be agreed in writing from time to time between of 0.75% per annum on the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on sum of the average daily unused amount Unused LC Facility Commitments of such LC Facility Lender during such quarter; provided, however, that any commitment fee accrued with respect to any of the Bilateral FCI Issuing Commitment Commitments of such Bilateral FCI Issuing a Defaulting Lender during the period from prior to the time such Lender became a Defaulting Lender and including unpaid at such time shall not be payable by the Funding Date to but excluding the date on which Borrower so long as such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees Lender shall be paid quarterly in arrears a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the last Business Day Commitments of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first a Defaulting Lender so long as such date to occur after the Funding Date. Bilateral FCI Commitment Fees Lender shall be computed on a Defaulting Lender. Promptly upon receipt of any commitment fee payable under this clause (a), the basis of a year of 365 days (or 366 days in a leap year) Administrative Agent shall promptly distribute to each Working Capital Lender, Delayed Draw Term Lender and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)LC Facility Lender its ratable portion thereof.

Commitment Fees. (A) The Parent Borrower agrees to Borrowers shall pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with a Participation FCI Commitmentits Pro Rata Share, (i) a commitment fee (the “Participation FCI Commitment Fee”) which shall accrue at equal to the Applicable Rate on times the average daily unused amount of each Participation FCI Commitment the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period from commencing with and including the Funding Amendment No. 6 Effective Date to or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Participation FCI Commitments terminate. Accrued Participation FCI of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fees Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be paid a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), 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 of each year and on the date on which the Participation FCI Commitments terminateDecember, commencing on with the first such date to occur after the Funding Amendment No. 6 Effective Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) , and shall be payable for the actual number of days elapsed (including the first day to but excluding the last dayday of the Initial Availability Period (and, if applicable, thereafter on demand). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing LenderCommitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, a commitment fee (for purposes of computing the “Bilateral FCI Commitment Fee”) which , Revolving Credit Commitments shall accrue at be deemed to be used to the Applicable Rate (or such other rate as may be agreed in writing from time to time between extent of the Parent Borrower Outstanding Amount of the Revolving Credit Loans and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount Outstanding Amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender during the period from and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)all L/C Obligations.

Commitment Fees. (A) The Parent Borrower agrees to shall pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent for the account of (v) each Delayed Draw Term A Lender in accordance with a Participation FCI Commitmentits Delayed Draw Term A Commitment Percentage, a commitment fee equal to the Commitment Fee Rate times the actual daily aggregate amount of Delayed Draw Term A Commitments (the “Participation FCI Delayed Draw Commitment Fee”), (w) each Dollar Revolving Lender in accordance with its Dollar Revolving Commitment Percentage, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the Aggregate Dollar Revolving Committed Amount exceeds the sum of (i) the Outstanding Amount of Dollar Revolving Loans (but not, for the avoidance of doubt, any Swingline Loans) and (ii) the Outstanding Amount of Dollar Facility L/C Obligations, (x) each Limited Currency Revolving Lender in accordance with its Limited Currency Revolving Commitment Percentage, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the Aggregate Limited Currency Revolving Committed Amount exceeds the sum of (i) the Outstanding Amount of Limited Currency Revolving Loans and (ii) the Outstanding Amount of Limited Currency Facility L/C Obligations, (y) each Multicurrency Revolving Lender in accordance with its Multicurrency Revolving Commitment Percentage, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the Aggregate Multicurrency Revolving Committed Amount exceeds the Outstanding Amount of Multicurrency Revolving Loans other than Fronted Currency Loans (the fees in clauses (w), (x) and (y) collectively, the “Original Revolving Commitment Fees”) and (z) each 2020-1 Incremental Revolving Lender in accordance with its 2020-1 Incremental Revolving Commitment Percentage, a commitment fee equal to the 2020-1 Incremental Revolving Commitment Fee Rate times the actual daily amount by which the Aggregate 2020-1 Incremental Revolving Committed Amount exceeds the Outstanding Amount of 2020-1 Incremental Revolving Loans (the fees in clause (z), the “2020-1 Incremental Revolving Commitment Fees”; the Original Revolving Commitment Fees and 2020-1 Incremental Revolving Commitment Fees are referred to collectively as the “Revolving Commitment Fees” and, together with the Delayed Draw Commitment Fee, the “Commitment Fees”). The Delayed Draw Commitment Fee shall accrue at the Applicable Rate on the average daily unused amount of each Participation FCI Commitment of such Lender during the period from and including the Funding 61st day following the Amendment No. 6 Effective Date, and shall be due and payable quarterly in arrears (A) on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the 61st day following the Amendment No. 6 Effective Date to but excluding and (B) on the date on which Delayed Draw Term A Commitment Termination Date. The Original Revolving Commitment Fees shall accrue from and including the Participation FCI Commitments terminateAmendment No. Accrued Participation FCI 6 Effective Date and the 2020-1 Revolving Commitment Fees shall accrue from and including the Amendment No. 7 Effective Date, and the Revolving Commitment Fees shall be paid due and payable quarterly in arrears on the last Business Day of each March, June, September and December of each year and on the date on which the Participation FCI Commitments terminateDecember, commencing on with the first such date to occur after the Funding DateAmendment No. Participation FCI 6 Effective Date (in the case of the Original Revolving Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap yearFees) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender during the period from and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding DateAmendment No. Bilateral FCI 7 Effective Date (in the case of the 2020-1 Incremental Revolving Commitment Fees); provided that all outstanding Revolving Commitment Fees shall be computed due and payable on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Revolving Termination Date.

Commitment Fees. (A) The Parent Borrower agrees to Xxxx shall pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent a commitment fee in Dollars (i) for the account of the Revolving Credit Lenders, from the date hereof in the case of each Revolving Credit Lender with party to this Agreement on the Closing Date, from the Amendment No. 1 Effective Date in the case of each other Revolving Credit Lender party to this Agreement on the Amendment No. 1 Effective Date, from the Amendment No. 3 Effective Date in the case of each other Revolving Credit Lender party to this Agreement on the Amendment No. 3 Effective Date, and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Participation FCI CommitmentRevolving Credit Lender in the case of each other such Revolving Credit Lender until the Revolving Credit Facility Termination Date, a commitment fee (payable in quarterly in arrears on the “Participation FCI Commitment Fee”) which shall accrue first Business Day following each Fiscal Quarter and on the Revolving Credit Facility Termination Date, at the Applicable Rate rate per annum on the average daily unused amount portion of each Participation FCI the Unused Revolving Credit Commitment of such Lender, equal to the percentage set forth in the definition of “Applicable Margin” for commitment fees for the relevant Total Net Leverage Ratio on such date, and (ii) for the account of the Term Lenders, from the Amendment No. 1 Effective Date in the case of each Term Lender during party to this Agreement on the period Amendment No. 1 Effective Date, and from the effective date specified in the Assignment and including Acceptance pursuant to which it became a Term Lender in the Funding Date case of each other such Term Lender which becomes a Term Lender prior to but excluding the date on which Term Facility Commitment Termination Date, until the Participation FCI Commitments terminate. Accrued Participation FCI Term Facility Commitment Fees shall be paid Termination Date, payable in quarterly in arrears on the last first Business Day of March, June, September and December of following each year Fiscal Quarter and on the date on which the Participation FCI Commitments terminateTerm Facility Commitment Termination Date, commencing on the first such date to occur after the Funding Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) per annum on the average daily unused amount portion of the Bilateral FCI Issuing Unused Term Commitment of such Bilateral FCI Issuing Lender, equal to the percentage set forth in the definition of “Applicable Margin” for commitment fees for the relevant Total Net Leverage Ratio on such date; provided, however, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender during the period from and including the Funding Date to but excluding the date on which so long as such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees Lender shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Defaulting Lender.

Commitment Fees. (A) The Parent Borrower agrees to shall pay (or to cause a Foreign Subsidiary Borrower to payi) to the Foreign Trade Facility Agent, Administrative Agent for the account of each Lender with a Participation FCI Commitment, the Revolving A Lenders a commitment fee (the “Participation FCI Revolving A Credit Commitment Fee”) which shall accrue at the Applicable Rate on the average daily unused amount of each Participation FCI Commitment of such Lender during the period ), from and including the Funding Effective Date, in the case of each Person that is a Revolving A Lender as of the Effective Date, and from and including the effective date specified in the Assignment and Assumption pursuant to which it became a Revolving A Lender, in the case of each other Revolving A Lender, until the Termination Date to but excluding in respect of the date Revolving A Credit Commitment, payable in arrears, quarterly, as invoiced by the Administrative Agent on which or before the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly in arrears due date, on the last Business Day of Marcheach April, JuneJuly, September October and December of each year January, commencing October 31, 2018, and on the date on which Termination Date in respect of the Participation FCI Commitments terminateRevolving A Credit Commitment, commencing at the Applicable Percentage in respect of the Revolving Credit Commitment Fees on the first actual daily Unused Revolving A Credit Commitment of such date Revolving A Lender; provided, however, that outstanding Swing Line Advances shall not constitute usage of the Revolving A Credit Commitments for purposes of calculating the foregoing; and (ii) to occur after the Funding Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable Administrative Agent for the actual number account of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, Revolving B Lenders a commitment fee (the “Bilateral FCI Revolving B Credit Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender during the period ), from and including the Funding Third Amendment Effective Date, in the case of each Person that is a Revolving B Lender as of the Third Amendment Effective Date, and from and including the effective date specified in the Assignment and Assumption pursuant to which it became a Revolving B Lender, in the case of each other Revolving B Lender, until the Termination Date to but excluding in respect of the date Revolving B Credit Commitment, payable in arrears, quarterly, as invoiced by the Administrative Agent on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears or before the due date, on the last Business Day of Marcheach April, JuneJuly, September October and December of each year January, commencing July 31, 2020, and on the date on which Termination Date in respect of the Bilateral FCI Issuing Commitments terminateRevolving B Credit Commitment, commencing at the Applicable Percentage in respect of the Revolving Credit Commitment Fees on the first actual daily Unused Revolving B Credit Commitment of such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Lender.

Commitment Fees. (A) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, for the account of each Lender with a Participation FCI Foreign Credit Commitment, a commitment fee (the “Participation FCI Foreign Credit Commitment Fee”) which shall accrue at the Applicable Rate on the average daily unused amount of each Participation FCI Foreign Credit Commitment of such Lender during the period from and including the Funding Effective Date to but excluding the date on which the Participation FCI Foreign Credit Commitments terminate. Accrued Participation FCI Foreign Credit Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Participation FCI Foreign Credit Commitments terminate, commencing on the first such date to occur after the Funding Effective Date. Participation FCI Foreign Credit Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Foreign Issuing Lender, a commitment fee (the “Bilateral FCI Foreign Credit Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Foreign Issuing Lender) on the average daily unused amount of the Bilateral FCI Foreign Credit Instrument Issuing Commitment of such Bilateral FCI Foreign Issuing Lender during the period from and including the Funding Effective Date to but excluding the date on which such Bilateral FCI Foreign Credit Instrument Issuing Commitment terminates. Accrued Bilateral FCI Foreign Credit Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Foreign Credit Instrument Issuing Commitments terminate, commencing on the first such date to occur after the Funding Effective Date. Bilateral FCI Foreign Credit Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. (A) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent for the account of each Lender with a Participation FCI Commitment, a commitment fee (the “Participation FCI Commitment Fee”) ), which shall accrue at the applicable rate set forth under the heading “Commitment Fees” in the table contained in the definition of “Applicable Rate Margin” on the average daily amount (before deducting any outstanding Swingline Loans) of the unused amount of each Participation FCI the Commitment of such Lender during the period from and including the Funding Effective Date to but excluding excluding, (i) in the date on which case of the Participation FCI Commitments terminateNon-Extending Lenders, the Original Maturity Date and (ii) in the case of the Extending Lenders, the Maturity Date. Accrued Participation FCI Commitment Fees shall be paid quarterly payable in arrears on the last Business Day day of March, June, September and December of each year and on (x) in the date on which case of the Participation FCI Commitments terminateNon-Extending Lenders, the Original Maturity Date and (y) in the case of the Extending Lenders, the Maturity Date, commencing on the first such date to occur after the Funding Datedate hereof. Participation FCI All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender during the period from and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).” “; provided that (A) all such participation fees payable for the account of any Non-Extending Lender shall also be payable on the Original Maturity Date, (B) all such participation fees payable for the account of any Extending Lender and all such fronting fees shall also be payable on the Maturity Date, and (C) any such fees accruing after the Maturity Date shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this Section 3.05(a) shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case such fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. (A) The Parent Borrower Lessee agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, for Administrative Agent on behalf of the account of each Lender with a Participation FCI Commitment, Participants a commitment fee (the “Participation FCI Commitment FeeFees”) which shall accrue for the benefit of (i) each of the Non-Defaulting Rent Assignees at the Applicable applicable Commitment Fee Rate on the average such Non-Defaulting Rent Assignee’s daily unused amount Rent Assignment Commitment and (ii) Lessor at the applicable Commitment Fee Rate on Lessor’s daily unused Lessor Commitment, determined as of each Participation FCI Commitment of such Lender during the period from and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of Marcheach calendar quarter during the Commitment Period or, Junewith respect to the final period, September the last day of the Commitment Period; The Administrative Agent shall provide to Lessee from time to time not less than six (6) Business Days prior to the due date(s) for each Commitment Fee, a written statement of the amount of the Commitment Fee then due, the due date therefor and December the calculation thereof; provided, however, that the Administrative Agent’s failure to give such notice shall not relieve Lessee of each year and on its obligation to pay when due all Commitment Fees. During the date on which the Participation FCI Commitments terminateCommitment Period, commencing on the first such date to occur after the Funding Date. Participation FCI all Commitment Fees may be payable through Advances subject to the conditions and limitations at Articles III and IV. The Commitment Fees shall be payable quarterly in arrears (on a date which is otherwise a Payment Date or the last day of the Commitment Period, as applicable), shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding occurring during each calendar quarter, or portion thereof, ending on the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount day of the Bilateral FCI Issuing calendar quarter immediately preceding such Payment Date (with the initial period for the Commitment of such Bilateral FCI Issuing Lender during Fees being the period from and including the Funding Document Closing Date to but excluding and including the date on last day of the calendar quarter in which the Document Closing Date occurs or the last day of the Commitment Period, as applicable) for which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of are payable over a year of 365 360 days (or 366 days in a leap year) and shall be payable for distributed by the actual number of days elapsed (including the first day but excluding the last day)Administrative Agent to those Participants entitled thereto in accordance with their respective interests therein.

Commitment Fees. (A) The Parent Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent for the account of each Lender with a Participation FCI Commitmentaccording to its Ratable Share, a nonrefundable commitment fee (the “Participation FCI Commitment Fee”) which shall accrue at equal to the Applicable Commitment Fee Rate on the average daily unused amount of each Participation FCI Commitment of such Lender during the period from and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Participation FCI Commitments terminate, commencing on the first such date to occur after the Funding Date. Participation FCI Commitment Fees shall be (computed on the basis of a year of 365 days (or 366 days, as the case may be, and actual days in a leap yearelapsed) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on multiplied by the average daily unused difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the Bilateral FCI Issuing outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender’s Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, further, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of such Bilateral FCI Issuing a Defaulting Lender during the period from prior to the time such Lender became a Defaulting Lender and including unpaid at such time shall not be payable by the Funding Date Borrower so long as such Lender shall be a Defaulting Lender except to but excluding the date on which extent that such Bilateral FCI Issuing Commitment terminatesFee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued Bilateral FCI Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be paid quarterly payable in arrears on each Payment Date. The Applicable Commitment Fee Rate shall be recomputed as of the last Business Day of March, June, September and December end of each year and fiscal quarter ending after the Closing Date by dividing the Revolving Facility Usage by the Revolving Credit Commitments of the Lenders as of such quarter end. Any increase or decrease in the Applicable Commitment Fee Rate computed as of a quarter end shall be effective on the date on which the Bilateral FCI Issuing Commitments terminateCompliance Certificate evidencing such computation is due to be delivered under Section 8.3.3 [Certificate of Borrower]. If a Compliance Certificate is not delivered when due in accordance with such Section 8.3.3, commencing on then the Applicable Commitment Fee Rate shall be 0.35% as of the first such date to occur Business Day after the Funding Date. Bilateral FCI Commitment Fees shall be computed date on the basis of a year of 365 days (or 366 days in a leap year) which such Compliance Certificate was required to have been delivered and shall be payable for remain in effect until the actual number of days elapsed (including the first day but excluding the last day)date on which such Compliance Certificate is delivered.

Commitment Fees. (A2.11(a) The Parent Borrower agrees Borrowers agree to pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Lender a Warehousing Commitment Fee for the account of each Lender with a Participation FCI Commitment, a commitment fee (the “Participation FCI Commitment Fee”) which shall accrue at the Applicable Rate on the average daily unused amount of each Participation FCI Commitment of such Lender during the period from and including the Funding Closing Date to but excluding until the date on set forth in clause (a) of the definition of Warehousing Maturity Date, in the amount of one-eighth percent (1/8%) per annum of One Hundred Million Dollars ($100,000,000), which the Participation FCI Commitments terminate. Accrued Participation FCI Warehousing Commitment Fees Fee shall be paid quarterly monthly in arrears on the last Business Day of March, June, September advance and December of each year and on the date on which the Participation FCI Commitments terminate, commencing on the first such date to occur after the Funding Date. Participation FCI Commitment Fees shall be computed on the basis of a 365-day year of 365 days (or 366 days in a leap year) and shall be payable for applied to the actual number of days elapsed in such calendar month. On the Closing Date, the Borrowers shall pay the prorated portion of the monthly Warehousing Commitment Fee due from the Closing Date to the last day of the current calendar month. Thereafter, the Borrowers shall make monthly payments of the Warehousing Commitment Fee on the first (1st) day of each calendar month. If the Warehousing Maturity Date is other than the last day of a calendar month, the Borrowers shall pay the prorated portion of the monthly Warehousing Commitment Fee due from the beginning of the then current calendar month to and including the first day but excluding Warehousing Maturity Date. The Borrowers shall not be entitled to a reduction in the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount of the Bilateral FCI Issuing Warehousing Commitment Fee in the event the Warehousing Commitment Amount is reduced or in the event that the Warehousing Commitment is terminated at the request of such Bilateral FCI Issuing Lender during the period from and including Borrowers or as a result of an Event of Default. If the Funding Date to but excluding Warehousing Commitment terminates at the date on which such Bilateral FCI Issuing request of the Borrowers or as a result of an Event of Default, the unpaid balance of the Warehousing Commitment terminates. Accrued Bilateral FCI Commitment Fees Fee shall be paid quarterly due and payable in arrears on the last Business Day of March, June, September and December of each year and full on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first of such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)termination.

Commitment Fees. (A) The Parent Borrower agrees to pay (or to cause To each Lender, through Credit Agent, a Foreign Subsidiary Borrower to pay) non-refundable Commitment Fee in an amount equal to the Foreign Trade Facility Agentpercentage set forth below of such Lender's Warehousing Commitment Amount (plus, in the case of RFC, the RFC Direct Commitment Amount), based on the amount and tenor of such Lender's Warehousing Commitment (plus, in the case of RFC, the RFC Direct Commitment), for the account of each Lender with a Participation FCI Commitmentperiod from the Closing Date through the applicable Maturity Date, a commitment fee (the “Participation FCI Commitment Fee”) which shall accrue at the Applicable Rate payable on the average daily unused Closing Date, calculated as follows: Lender's Warehousing Initial Maturity Date Commitment Amount Commitment Fee Percentage --------------------- ----------------- ------------------------- May 31, 2002 $20,000,000 to $45,000,000 .02% May 31, 2002 $50,000,000 or more .10% May 31, 2003 $20,000,000 to $45,000,000 .035% May 31, 2003 $50,000,000 or more .10% If any Lender increases its Warehousing Commitment Amount, if the Warehousing Credit Limit is increased by an Additional Lender becoming a party hereto, or if RFC increases the RFC Direct Commitment Amount, Borrower shall pay the prorated portion of the applicable Commitment Fee on the amount of each Participation FCI Commitment such increase or the amount of such Lender during Additional Lender's Warehousing Commitment Amount from the period effective date thereof to the applicable Maturity Date. If, at any time, the Maturity Date of any Commitment is extended, Borrower shall pay an additional Commitment Fee in the prorated amount determined pursuant to the above calculation of the extended Commitment Amount from and including the Funding day after the original Maturity Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Participation FCI Commitments terminate, commencing on the first such date to occur after the Funding extended Maturity Date. Participation FCI Commitment Fees Borrower shall not be computed on entitled to a reduction in the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount of the Bilateral FCI Issuing Commitment Fee in the event the amount of such Bilateral FCI Issuing Lender during any Lender's Warehousing Commitment is reduced at the period from and including request of Borrower, or in the Funding Date event that any Lender's Warehousing Commitment is terminated prior to but excluding the its stated expiration date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day as a result of March, June, September and December an Event of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Default hereunder.

Commitment Fees. (A) The Parent Borrower agrees to Revolving Credit Borrowers shall pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent (x) for the account of each Dollar Revolving Lender in accordance with a Participation FCI Commitmentits Pro Rata Dollar Share, (i) a commitment fee (the “Participation FCI Commitment Fee”) which shall accrue at equal to the Applicable Rate on times the average daily unused amount of each Participation FCI Commitment the Dollar Revolving Credit Commitments of such Lender during the preceding quarter (or other period from and including commencing with the Funding Closing Date to but excluding or ending with the Revolving Credit Maturity Date or the date on which the Participation FCI Commitments terminate. Accrued Participation FCI of such Lender shall expire or be terminated) and (y) for the account of each Multicurrency Revolving Lender in accordance with its Pro Rata Multicurrency Share, (i) a commitment fee equal to the Applicable Rate times the average daily unused amount of the Multicurrency Revolving Credit Commitments of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Commitments of such Lender shall expire or be terminated) (clauses (x) and (y) collectively, the “Commitment Fees Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers so long as such Lender shall be paid a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Revolving Credit Borrowers prior to such time; and providedfurther that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), 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 of each year and on the date on which the Participation FCI Commitments terminateDecember, commencing on with the first such date to occur after the Funding Closing Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) , and shall be payable for the actual number of days elapsed (including the first day to but excluding the last dayday of the Availability Period (and, if applicable, thereafter on demand). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender during the period from and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees Fee shall be paid calculated quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)arrears.

Commitment Fees. (A) The Parent Borrower agrees to shall pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent for the account of pro rata distribution to each Non-Defaulting Lender with having a Participation FCI Commitment, Domestic Revolving Commitment (based on its Domestic Revolver Pro Rata Share) and/or a Multicurrency Revolving Commitment (based on its Multicurrency Revolver Pro Rata Share) a commitment fee (the “Participation FCI "Commitment Fee”") which shall accrue for the period commencing on the Amendment and Restatement Effective Date to and including the Revolver Termination Date or the earlier termination of the Domestic Revolving Commitments and the Multicurrency Revolving Commitments (and, in either case, repayment in full of the Domestic Revolving Loans and/or the Multicurrency Revolving Loans and payment in full, or cash collateralization by the deposit of cash into the Domestic Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to the Administrative Agent, of the LC Obligations), computed at a rate equal to the Applicable Rate Commitment Fee Percentage per annum on the average daily unused amount Total Available Domestic Revolving Commitment (with the Available Domestic Revolving Commitment of each Participation FCI Lender determined without reduction for such Lender's Domestic Revolver Pro Rata Share of the Overdraft Reserve and the Assigned Dollar Value of Swing Line Loans outstanding) and the daily Total Available Multicurrency Revolving Commitment of such Lender during ("Average Utilization"), as the period from and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminatecase may be. Accrued Participation FCI Unless otherwise specified, accrued Commitment Fees shall be paid quarterly in arrears due and payable (i) on the last Business Day of March, June, September and December of each year and on the date on which the Participation FCI Commitments terminate, commencing on the first such date to occur Quarterly Payment Date occurring after the Funding Amendment and Restatement Effective Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days , (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lenderii) on the average daily unused amount Revolver Termination Date and (iii) upon any reduction or termination in whole or in part of the Bilateral FCI Issuing Commitment Domestic Revolving Commitments and/or the Multicurrency Revolving Commitments, as the case may be (but only, in the case of such Bilateral FCI Issuing Lender during the period from and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears a reduction, on the last Business Day portion of Marchthe Domestic Revolving Commitments and/or the Multicurrency Revolving Commitments, Juneas the case may be, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last daythen being reduced).

Commitment Fees. (A) The Parent Borrower agrees to Borrowers shall pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Administrative Agent, for the account of each Revolving Credit Lender in accordance with a Participation FCI Commitmentits Applicable Percentage, a commitment fee (the “Participation FCI Commitment Fee”) which shall accrue at in an amount equal to the Applicable Fee Rate on times the average daily unused amount of each Participation FCI by which the Revolving Credit Commitment of such Revolving Credit Lender exceeds the Revolving Credit Exposure of such Revolving Credit Lender (excluding when calculating such Revolving Credit Exposure, the aggregate Outstanding Amount of Swingline Loans and/or Swingline Participations and the aggregate Outstanding Amount of Protective Advances and/or Protective Advance Participations of such Revolving Credit Lender); provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period from prior to the time such Lender became a Defaulting Lender and including unpaid at such time shall not be payable by the Funding Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees Borrowers so long as such Lender shall be paid a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. 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 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day tenth calendar day after the end of each March, June, September and December in respect of each year and on the date on which most recently-ended quarterly period (or portion thereof, in the Participation FCI Commitments terminatecase of the first payment), commencing on with the first such date to occur after the Funding Closing Date, and on the last day of the Availability Period. Participation FCI Commitment Fees The commitment fees 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 on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at multiplied by the Applicable Fee Rate (or separately for each period during such other rate as may be agreed quarter that such Applicable Fee Rate was in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender during the period from and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)effect.

Commitment Fees. (A) The Parent Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent for the account of each Lender with a Participation FCI Commitmentaccording to its Ratable Share, a nonrefundable commitment fee (the “Participation FCI Commitment Fee”) which shall accrue at equal to the Applicable Commitment Fee Rate on the average daily unused amount of each Participation FCI Commitment of such Lender during the period from and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Participation FCI Commitments terminate, commencing on the first such date to occur after the Funding Date. Participation FCI Commitment Fees shall be (computed on the basis of a year of 365 days (or 366 days, as the case may be, and actual days elapsed) multiplied by the daily difference between the amount of: (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in a leap year) and shall be payable for connection with determining the actual number share of days elapsed (including each Lender in the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which , the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall accrue at include the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused full amount of the Bilateral FCI Issuing outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender’s Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, further, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of such Bilateral FCI Issuing a Defaulting Lender during the period from prior to the time such Lender became a Defaulting Lender and including unpaid at such time shall not be payable by the Funding Date Borrower so long as such Lender shall be a Defaulting Lender except to but excluding the date on which extent that such Bilateral FCI Issuing Commitment terminatesFee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued Bilateral FCI Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be paid quarterly payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Payment Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. (A) The Parent Borrower agrees to shall pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent a commitment fee (i) for the account of the Revolving Credit Lenders, from the date hereof in the case of each Revolving Credit Lender with party to this Agreement on the Closing Date, from the Amendment No. 1 Effective Date in the case of each other Revolving Credit Lender party to this Agreement on the Amendment No. 1 Effective Date, and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Participation FCI CommitmentRevolving Credit Lender in the case of each other such Revolving Credit Lender until the Revolving Credit Facility Termination Date, a commitment fee (payable in quarterly in arrears on the “Participation FCI Commitment Fee”) which shall accrue first Business Day following each Fiscal Quarter and on the Revolving Credit Facility Termination Date, at the Applicable Rate rate per annum on the average daily unused amount portion of each Participation FCI the Unused Revolving Credit Commitment of such Lender, equal to the percentage set forth in the definition of “Applicable Margin” for commitment fees for the relevant Total Net Leverage Ratio on such date, and (ii) for the account of the Term Lenders, from the Amendment No. 1 Effective Date in the case of each Term Lender during party to this Agreement on the period Amendment No. 1 Effective Date, and from the effective date specified in the Assignment and including Acceptance pursuant to which it became a Term Lender in the Funding Date case of each other such Term Lender which becomes a Term Lender prior to but excluding the date on which Term Facility Commitment Termination Date, until the Participation FCI Commitments terminate. Accrued Participation FCI Term Facility Commitment Fees shall be paid Termination Date, payable in quarterly in arrears on the last first Business Day of March, June, September and December of following each year Fiscal Quarter and on the date on which the Participation FCI Commitments terminateTerm Facility Commitment Termination Date, commencing on the first such date to occur after the Funding Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) per annum on the average daily unused amount portion of the Bilateral FCI Issuing Unused Term Commitment of such Bilateral FCI Issuing Lender during Lender, equal to the period from and including percentage set forth in the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day definition of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable “Applicable Margin” for commitment fees for the actual number of days elapsed (including the first day but excluding the last day).relevant Total Net Leverage Ratio on such date;

Commitment Fees. (A) The Parent Borrower agrees to Revolving Credit Borrowers shall pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent (x) for the account of each Dollar Revolving Lender in accordance with a Participation FCI Commitmentits Pro Rata Dollar Share, (i) a commitment fee (the “Participation FCI Commitment Fee”) which shall accrue at equal to the Applicable Rate on times the average daily unused amount of each Participation FCI Commitment the Dollar Revolving Credit Commitments of such Lender during the preceding quarter (or other period from and including commencing with the Funding Closing Date to but excluding or ending with the Revolving Credit Maturity Date or the date on which the Participation FCI Commitments terminate. Accrued Participation FCI of such Lender shall expire or be terminated) and (y) for the account of each Multicurrency Revolving Lender in accordance with its Pro Rata Multicurrency Share, (i) a commitment fee equal to the Applicable Rate times the average daily unused amount of the Multicurrency Revolving Credit Commitments of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Commitments of such Lender shall expire or be terminated) (clauses (x) and (y) collectively, the “Commitment Fees Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers so long as such Lender shall be paid a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Revolving Credit Borrowers prior to such time; and provided further that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), 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 of each year and on the date on which the Participation FCI Commitments terminateDecember, commencing on with the first such date to occur after the Funding Closing Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) , and shall be payable for the actual number of days elapsed (including the first day to but excluding the last dayday of the Availability Period (and, if applicable, thereafter on demand). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender during the period from and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees Fee shall be paid calculated quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)arrears.

Commitment Fees. (A) The Parent Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent for the account of each Lender with a Participation FCI Commitmentaccording to its Ratable Share, a nonrefundable commitment fee (the “Participation FCI Commitment Fee”) which shall accrue at equal to the Applicable Commitment Fee Rate on the average daily unused amount of each Participation FCI Commitment of such Lender during the period from and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Participation FCI Commitments terminate, commencing on the first such date to occur after the Funding Date. Participation FCI Commitment Fees shall be (computed on the basis of a year of 365 days (or 366 days, as the case may be, and actual days in a leap yearelapsed) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on multiplied by the average daily unused difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the Bilateral FCI Issuing outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender’s Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, further, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of such Bilateral FCI Issuing a Defaulting Lender during the period from prior to the time such Lender became a Defaulting Lender and including unpaid at such time shall not be payable by the Funding Date Borrower so long as such Lender shall be a Defaulting Lender except to but excluding the date on which extent that such Bilateral FCI Issuing Commitment terminatesFee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued Bilateral FCI Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be paid quarterly payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days Payment Date in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)U.S. Dollars.

Commitment Fees. (A) The Parent Borrower agrees to shall pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent for the account of the Appropriate Lenders (i) a working capital commitment fee, from the date hereof in the case of each Initial Lender with and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Participation FCI CommitmentWorking Capital Lender in the case of each other Working Capital Lender until the Term A Termination Date and (ii) an acquisition commitment fee, a commitment fee from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became an Acquisition Lender in the case of each other Acquisition Lender until the Acquisition Availability Date, and, in the case of clauses (i) and (ii), payable in arrears on the “Participation FCI Commitment Fee”) which shall accrue date of the Initial Extension of Credit hereunder, thereafter on each Quarterly Payment Date and on the Term A Termination Date or the Acquisition Availability Date, respectively, at the Applicable Rate Percentage in effect from time to time on the average daily unused amount portion of the Facilities (other than the Acquisition B Facility and the Term C Facility). In addition, the Borrower shall pay to the Administrative Agent for the account of the Acquisition B Lenders an acquisition commitment fee, from the date of Amendment No. 3 in the case of each Participation FCI Commitment Initial Acquisition B Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became an Acquisition B Lender in the case of such each other Acquisition B Lender during until the period from and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly Acquisition B Termination Date, payable in arrears on the last Business Day of MarchAcquisition B Closing Date, June, September and December of thereafter on each year Quarterly Payment Date and on the date on which the Participation FCI Commitments terminateAcquisition B Termination Date, commencing on the first such date to occur after the Funding Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed Percentage in writing effect from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount portion of the Bilateral FCI Issuing Commitment Acquisition B Facility. In addition, the Borrower shall pay to the Administrative Agent for the account of such Bilateral FCI Issuing Lender during the period Term C Lenders an acquisition commitment fee, from and including the Funding Date to but excluding the date on of Amendment No. 5 in the case of each Initial Term C Lender and from the effective date specified in the Assignment and Acceptance pursuant to which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly it became a Term C Lender in the case of each other Term C Lender until the Term C Termination Date, payable in arrears on the last Business Day of MarchAmendment No. 5 Effective Date, June, September and December of thereafter on each year Quarterly Payment Date and on the date on which Term C Termination Date, at the Bilateral FCI Issuing Commitments terminate, commencing Applicable Percentage in effect from time to time on the first such date to occur after average daily unused portion of the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Term C Facility".

Commitment Fees. (A) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to payi) to the Foreign Trade Facility Agent, Administrative Agent for the account of each Facility A Lender with a Participation FCI Commitment, a commitment fee (the “Participation FCI Commitment Fee”) which shall accrue , at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, on the daily average daily unused amount of each Participation FCI Commitment of such Lender during Facility A Lender’s Unused Commitment for Facility A from the period from date hereof to and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly Facility A Termination Date, payable in arrears on the last Business Day of March, June, September and December of each year Quarterly Payment Date and on the date on which Facility A Table of Contents Termination Date and (ii) to the Participation FCI Commitments terminateAdministrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, commencing at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the first daily average of such Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to occur after and including the Funding Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. Participation FCI All accrued Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and with respect to Facility A under this Section 2.07 shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount effective date of any termination of the Bilateral FCI Issuing Commitment obligations of such Bilateral FCI Issuing Lender during the period from Facility A Lenders to make Facility A Loans hereunder, and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI all accrued Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date with respect to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for the actual number of days elapsed (including the first day but excluding the last day)any reason.

Commitment Fees. (A) The Parent Borrower Company agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Revolving Loan Administrative Agent for the account of each Lender with a Participation FCI CommitmentOriginal Revolving Loan Lender, for the period (including any 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 Closing Date and continuing through the Original Revolving Loan Commitment Termination Date, a commitment fee (the “Participation FCI Commitment Fee”) which shall accrue at in an amount equal to the Applicable Rate Commitment Fee Margin, in each case on such Lender’s Original Revolving Loan Percentage of the sum of the average daily unused amount portion of the Revolving Loan Commitment Amount (net of Letter of Credit Outstandings). The Company agrees to pay to the Revolving Loan Administrative Agent for the account of each Participation FCI Commitment of such Lender during Extended Revolving Loan Lender, for the period from (including any 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 Closing Date and including continuing through the Funding Date Extended Revolving Loan Commitment Termination Date, a commitment fee in an amount equal to but excluding the date Applicable Commitment Fee Margin, in each case on which such Lender’s Extended Revolving Loan Percentage of the Participation FCI Commitments terminatesum of the average daily unused portion of the Revolving Loan Commitment Amount (net of Letter of Credit Outstandings). Accrued Participation FCI The making of Swing Line Loans shall not constitute usage of the Revolving Loan Commitment Fees with respect to the calculation of commitment fees to be paid by the Borrowers to the Lenders. All commitment fees payable pursuant to this Section shall be paid quarterly calculated on a year comprised of 360 days and payable by the Company in arrears on the last Business Day of MarchClosing Date and thereafter on each Quarterly Payment Date, Junecommencing with the first Quarterly Payment Date following the Closing Date, September and December of each year and on the date on which Original Revolving Loan Commitment Termination Date or the Participation FCI Commitments terminateExtended Revolving Loan Commitment Termination Date, commencing on the first such date to occur after the Funding Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender during the period from and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)applicable.

Commitment Fees. (A) The Parent During the period from and including the date of execution and delivery of this Agreement to but excluding the last day of the Revolving Loan Availability Period, the Borrower agrees to shall pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Agent for the account of each Lender with a Participation FCI Commitment, the Lenders ratably in proportion to their Revolving Loan Commitments a commitment fee (at the “Participation FCI Commitment Fee”) Applicable Rate on the daily average amount by which the aggregate amount of the Revolving Loan Commitments exceeds the sum of the Letter of Credit Exposure and the aggregate outstanding principal amount of the Revolving Loans. During the period from and including the date of execution and delivery of this Agreement to but excluding the last day of the Term Loan Availability Period, the Borrower shall accrue pay to the Agent for the account of the Lenders ratably in proportion to their Term Commitments a commitment fee at the Applicable Rate on the average daily unused amount of each Participation FCI Commitment of the remaining Term Commitments. If the rate at which the commitment fee accrues shall change, the daily average amount referred to above shall be determined separately for the periods before and after such Lender during the period change. All such commitment fees shall accrue from and including the Funding Date date of execution and delivery of this Agreement to but excluding excluding, in the case of the Term Commitments, the last day of the Term Loan Availability Period, or, in the case of the Revolving Loan Commitments, the last day of the Revolving Loan Availability Period. Accrued commitment fees under this paragraph shall be calculated by the Agent as of the Effective Date, as of each Quarterly Payment Date, in the case of the Term Commitments, as of the date on which of termination of the Participation FCI Term Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly and, in arrears on the last Business Day case of Marchthe Revolving Loan Commitments, June, September and December as of each year and on the date on of termination of the Revolving Loan Commitments in their entirety. The Agent shall make such calculation and notify the Borrower of the amount so calculated within three Domestic Business Days after each date as of which the Participation FCI Commitments terminatesuch calculation is so required, commencing on the first and such date to occur after the Funding Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and fees shall be payable for by the actual number Borrower upon receipt of days elapsed (including such notice, except that commitment fees accrued prior to the first day but excluding the last day). (B) The Parent Borrower agrees to pay (Effective Date or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount any earlier termination of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender during the period from and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)on such date.

Commitment Fees. (A) The Parent Borrower hereby agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Agent for the account of each Lender with a Participation FCI Tranche A Lender, ratably in the proportion that such Tranche A Commitment bears to the Tranche A Aggregate Revolving Commitment, a commitment fee equal to the sum of (the “Participation FCI Commitment Fee”i) which shall accrue at the Applicable Rate Commitment Fee on the average daily unused amount of each Participation FCI the Tranche A Inactive Aggregate Revolving Commitment of such Lender during the period from and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Participation FCI Commitments terminate, commencing on the first such date to occur after the Funding Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days plus (or 366 days in a leap yearii) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) Commitment Fee on the average daily unused amount of the Bilateral FCI Issuing Tranche A Active Aggregate Revolving Commitment (it being understood that the Dollar Equivalent of the Stated Amount of all outstanding Letters of Credit is usage of the Tranche A Active Aggregate Revolving Commitment; provided, however, that for purposes of Section 2.6.2, the Dollar Equivalent of each Letter of Credit in an Alternative Currency will be deemed to be, on any day (i) during the month the Letter of Credit was issued or renewed, the Dollar Equivalent on the date of issuance or renewal of such Bilateral FCI Issuing Lender during Letter of Credit or (ii) in any month subsequent to the period month of issuance or renewal, the Dollar Equivalent on the first Business Day of such subsequent month in each case from and including the Funding Date date issued to but excluding and including the date of its expiration or earlier termination. For purposes of calculating the commitment fee referred to in subpart (ii) above, outstanding Competitive Bid Loans shall not be deemed usage of the Tranche A Active Aggregate Revolving Commitment. For purposes of calculating the commitment fee referred to in subparts (i) and (ii) above, the Tranche A Active Aggregate Revolving Commitment will be deemed increased, and the Tranche A Inactive Aggregate Revolving Commitment will be deemed permanently decreased on which the first day of each calendar quarter by the aggregate amount of all portions of the Tranche A Inactive Aggregate Revolving Commitment activated during such Bilateral FCI Issuing Commitment terminatesquarter. Accrued Bilateral FCI Commitment Fees Such commitment fees shall be paid payable quarterly in arrears on the last third Business Day of March, June, September and December of after each year Payment Date and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Tranche A Revolving Facility Termination Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. (A) The Parent Borrower Lessee agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, for Administrative Agent on behalf of the account of each Lender with a Participation FCI Commitment, Participants a commitment fee (the “Participation FCI Commitment FeeFees”) which shall accrue for the benefit of (i) each of the Non‑Defaulting Rent Assignees at the Applicable applicable Commitment Fee Rate on the average such Non‑Defaulting Rent Assignee’s daily unused amount Rent Assignment Commitment and (ii) Lessor at the applicable Commitment Fee Rate on Lessor’s daily unused Lessor Commitment, determined as of each Participation FCI Commitment of such Lender during the period from and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of Marcheach calendar quarter during the Commitment Period or, Junewith respect to the final period, September the last day of the Commitment Period; The Administrative Agent shall provide to Lessee from time to time not less than six (6) Business Days prior to the due date(s) for each Commitment Fee, a written statement of the amount of the Commitment Fee then due, the due date therefor and December the calculation thereof; provided, however, that the Administrative Agent’s failure to give such notice shall not relieve Lessee of each year and on its obligation to pay when due all Commitment Fees. During the date on which the Participation FCI Commitments terminateCommitment Period, commencing on the first such date to occur after the Funding Date. Participation FCI all Commitment Fees may be payable through Advances subject to the conditions and limitations at Articles III and IV. The Commitment Fees shall be payable quarterly in arrears (on a date which is otherwise a Payment Date or the last day of the Commitment Period, as applicable), shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding occurring during each calendar quarter, or portion thereof, ending on the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount day of the Bilateral FCI Issuing calendar quarter immediately preceding such Payment Date (with the initial period for the Commitment of such Bilateral FCI Issuing Lender during Fees being the period from and including the Funding Document Closing Date to but excluding and including the date on last day of the calendar quarter in which the Document Closing Date occurs or the last day of the Commitment Period, as applicable) for which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of are payable over a year of 365 360 days (or 366 days in a leap year) and shall be payable for distributed by the actual number of days elapsed (including the first day but excluding the last day)Administrative Agent to those Participants entitled thereto in accordance with their respective interests therein.

Commitment Fees. (A) The Parent Borrower agrees to Revolving Credit Borrowers shall pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent (x) for the account of each Dollar Revolving Lender in accordance with a Participation FCI Commitmentits Pro Rata Dollar Share, (i) a commitment fee (the “Participation FCI Commitment Fee”) which shall accrue at equal to the Applicable Rate on times the average daily unused amount of each Participation FCI Commitment the Dollar Revolving Credit Commitments of such Lender during the preceding quarter (or other period from and including commencing with the Funding Closing Date to but excluding or ending with the applicable Revolving Credit Maturity Date or the date on which the Participation FCI Commitments terminate. Accrued Participation FCI of such Lender shall expire or be terminated) and (y) for the account of each Multicurrency Revolving Lender in accordance with its Pro Rata Multicurrency Share, (i) a commitment fee equal to the Applicable Rate times the average daily unused amount of the Multicurrency Revolving Credit Commitments of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Lender shall expire or be terminated) (clauses (x) and (y) collectively, the “Commitment Fees Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers so long as such Lender shall be paid a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Revolving Credit Borrowers prior to such time; and provided further that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the applicable Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), 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 of each year and on the date on which the Participation FCI Commitments terminateDecember, commencing on with the first such date to occur after the Funding Closing Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) , and shall be payable for the actual number of days elapsed (including the first day to but excluding the last dayday of the applicable Availability Period (and, if applicable, thereafter on demand). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender during the period from and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees Fee shall be paid calculated quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)arrears.

Commitment Fees. (A) The Parent In consideration of each Lender’s commitment to make Loans, during the period from the Closing Date through the Tranche A Commitment Termination Date, Borrower agrees will pay to pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent for the account of each Lender with a Participation FCI Commitment, a commitment fee (with respect to such Lender’s Tranche A Commitment determined on a daily basis by applying the “Participation FCI applicable Commitment Fee”) which shall accrue Fee Rate to such Lender’s Percentage Share of the unused portion of the Tranche A Facility Amount on each day, determined for each such day by deducting from the amount of the Borrowing Base at the Applicable Rate on end of such day the average daily unused sum of (i) the aggregate unpaid principal balance of the Tranche A Loans at the end of such day plus (ii) the amount of each Participation FCI Commitment all LC Obligations at the end of such Lender day. In addition, during the period from and including the Funding Closing Date through the Tranche B Commitment Termination Date, Borrower will pay to but excluding Administrative Agent for the date account of each Lender a commitment fee with respect to such Lender’s Tranche B Commitment determined on which a daily basis by applying the Participation FCI Commitments terminateapplicable Commitment Fee Rate to such Lender’s Percentage Share of the unused portion of the Tranche B Facility Amount on each day, determined for each such day by deducting from the amount of the Tranche B Facility Amount at the end of such day the aggregate unpaid principal balance of the Tranche B Loans at the end of such day. Accrued Participation FCI Commitment Fees These commitment fees shall be paid quarterly due and payable in arrears arrears, with the first payment due on December 31, 2003, and thereafter on the last Business Day of March, June, September and December day of each year and Fiscal Quarter, with respect to the commitment fees payable in respect of the Tranche A Commitments, on the date on which Tranche A Commitment Termination Date, and with respect to the Participation FCI Commitments terminatecommitment fees payable in respect of the Tranche B Commitments, commencing on the first such date to occur after the Funding Tranche B Commitment Termination Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender during the period from and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. In consideration of each Lender's commitment to make Loans (A) The Parent other than Over-Advance Loans), Borrower agrees will pay to pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent for the account of each Lender with a Participation FCI Commitment, a commitment fee (determined on a daily basis equal to the “Participation FCI Commitment Fee”) which shall accrue Fee Rate in effect on such day multiplied by such Lender's Percentage Share of the unused portion of the difference between the Maximum Facility Amount and the Over- Advance Facility on each day during the Commitment Period, determined for each such day by deducting from the amount of the difference between the Maximum Facility Amount and the Over- Advance Facility at the Applicable end of such day the Facility Usage (determined without the inclusion of the Over-Advance Facility. In consideration of each Lender's commitment to make Over- Advance Loans, Borrower will pay to Administrative Agent for the account of each Lender a commitment fee determined on a daily basis equal to the Over-Advance Commitment Fee Rate in effect on such day multiplied by such Lender's Percentage Share of the average daily unused portion of the Over-Advance Facility on each day during the Commitment Period, determined for each such day by deducting from the amount of each Participation FCI Commitment the Over-Advance Facility at the end of such Lender during day the period from and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminateOver-Advance Loans. Accrued Participation FCI Commitment Fees The commitment fees described in this Section 2.12(b) shall be paid quarterly due and payable in arrears on the last Business Day of March, June, September and December day of each year Fiscal Quarter and on the date on which the Participation FCI Commitments terminate, commencing on the first such date to occur after the Funding Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing end of the Commitment Period. Borrower shall have the right from time to time between to permanently reduce the Parent Borrower and the applicable Bilateral FCI Issuing LenderMaximum Facility Amount, provided that (i) on the average daily unused amount of the Bilateral FCI Issuing Commitment notice of such Bilateral FCI Issuing Lender during reduction is given not less than two Business Days prior to such reduction, (ii) the period from resulting Maximum Facility Amount is not less than the Facility Usage, and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees (iii) each partial reduction shall be paid quarterly in arrears on multiples of $100,000. Borrower shall have the last right from time to time to permanently reduce the Over-Advance Facility, provided that (i) notice of such reduction is given not less than two Business Day of MarchDays prior to such reduction, June(ii) the resulting Over-Advance Facility is not less than the Over-Advance Loans outstanding at such time, September and December of (iii) each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees partial reduction shall be computed on the basis in multiples of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)$100,000.

Commitment Fees. (A) The Parent Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent for the account of each Lender with a Participation FCI Commitmentaccording to its Ratable Share, a nonrefundable commitment fee (the “Participation FCI "Commitment Fee”") which shall accrue at equal to the Applicable Commitment Fee Rate on the average daily unused amount of each Participation FCI Commitment of such Lender during the period from and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Participation FCI Commitments terminate, commencing on the first such date to occur after the Funding Date. Participation FCI Commitment Fees shall be (computed on the basis of a year of 365 days (or 366 days, as the case may be, and actual days in a leap yearelapsed) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on multiplied by the average daily unused difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the Bilateral FCI Issuing outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender's Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, further, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of such Bilateral FCI Issuing a Defaulting Lender during the period from prior to the time such Lender became a Defaulting Lender and including unpaid at such time shall not be payable by the Funding Date Borrower so long as such Lender shall be a Defaulting Lender except to but excluding the date on which extent that such Bilateral FCI Issuing Commitment terminatesFee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued Bilateral FCI Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be paid quarterly payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days Payment Date in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)U.S. Dollars.

Commitment Fees. (A) The Parent Borrower agrees to shall pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Administrative Agent, for the account of each Revolving Credit Lender in accordance with a Participation FCI Commitmentits Applicable Percentage, a commitment fee (the “Participation FCI Commitment Fee”) which shall accrue at equal to the Applicable Fee Rate on times the average daily unused amount by which the aggregate amount of each Participation FCI the Revolving Credit Commitment of such Revolving Credit Lender exceeds the Revolving Credit Exposure of such Revolving Credit Lender (excluding when calculating such Revolving Credit Exposure, the aggregate Outstanding Amount of Swing Line Participations and the aggregate Outstanding Amount of Protective Advance Participations of such Revolving Credit Lender); provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period from prior to the time such Lender became a Defaulting Lender and including unpaid at such time shall not be payable by the Funding Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees Borrower so long as such Lender shall be paid a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. 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 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day tenth calendar day after the end of each March, June, September and December in respect of each year and on the date on which most recently-ended quarterly period (or portion thereof, in the Participation FCI Commitments terminatecase of the first payment), commencing on with the first such date to occur after the Funding Closing Date, and on the last day of the Availability Period. Participation FCI Commitment Fees The commitment fees 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 on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at multiplied by the Applicable Fee Rate (or separately for each period during such other rate as may be agreed quarter that such Applicable Fee Rate was in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender during the period from and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)effect.

Commitment Fees. Borrower shall pay to Administrative Agent for pro rata distribution to each Non-Defaulting Lender having a Domestic Revolving Commitment (Abased on its Domestic Revolver Pro Rata Share) The Parent Borrower agrees to pay and/or a Multicurrency Revolving Commitment (or to cause a Foreign Subsidiary Borrower to paybased on its Multicurrency Revolver Pro Rata Share) to the Foreign Trade Facility Agent, for the account of each Lender with a Participation FCI Commitment, a commitment fee (the “Participation FCI Commitment Fee”"COMMITMENT FEE") which shall accrue for the period commencing on the Initial Borrowing Date to and including the Revolver Termination Date or the earlier termination of the Domestic Revolving Commitments and/or Multicurrency Revolving Commitments, as the case may be (and, in either case, repayment in full of the Domestic Revolving Loans and Multicurrency Revolving Loans and payment in full, or cash collateralization by the deposit of cash into the Collateral Account in amounts and pursuant to arrangements satisfactory to Administrative Agent, of the LC Obligations), computed at a rate equal to the Applicable Rate Commitment Fee Percentage per annum on the average daily unused amount Total Available Domestic Revolving Commitment (with the Available Domestic Revolving Commitment of each Participation FCI Non-Defaulting Lender determined without reduction for such Lender's Domestic Revolver Pro Rata Share of Swing Line Loans outstanding) and Total Available Multicurrency Revolving Commitment, as the case may be, less, in each case the average daily Available Domestic Revolving Commitment or Available Multicurrency Revolving Commitment of such Lender during the period from and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminateany Defaulting Lender. Accrued Participation FCI Unless otherwise specified, accrued Commitment Fees shall be paid quarterly in arrears due and payable (i) on the last Business Day of Marcheach Quarterly Payment Date, June, September and December of each year and on the date on which the Participation FCI Commitments terminate, commencing on the first such date to occur after the Funding Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lenderii) on the average daily unused amount Revolver Termination Date and (iii) upon any reduction or termination in whole or in part of the Bilateral FCI Issuing Commitment Domestic Revolving Commitments (but only, in the case of such Bilateral FCI Issuing Lender during the period from and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees shall be paid quarterly in arrears a reduction, on the last Business Day portion of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Domestic Revolving Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last dayand/or Multicurrency Revolving Commitments then being reduced).

Commitment Fees. (A) The Parent Borrower agrees to shall pay (or to cause a Foreign Subsidiary Borrower to pay) to the Foreign Trade Facility Agent, Administrative Agent a commitment fee (i) for the account of the Revolving Credit Lenders, from the date hereof in the case of each Revolving Credit Lender with party to this Agreement on the Closing Date, from the Amendment No. 1 Effective Date in the case of each other Revolving Credit Lender party to this Agreement on the Amendment No. 1 Effective Date, and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Participation FCI CommitmentRevolving Credit Lender in the case of each other such Revolving Credit Lender until the Revolving Credit Facility Termination Date, a commitment fee (payable in quarterly in arrears on the “Participation FCI Commitment Fee”) which shall accrue first Business Day following each Fiscal Quarter and on the Revolving Credit Facility Termination Date, at the Applicable Rate rate per annum on the average daily unused amount portion of each Participation FCI the Unused Revolving Credit Commitment of such Lender, equal to the percentage set forth in the definition of “Applicable Margin” for commitment fees for the relevant Total Net Leverage Ratio on such date, and (ii) for the account of the Term Lenders, from the Amendment No. 1 Effective Date in the case of each Term Lender during party to this Agreement on the period Amendment No. 1 Effective Date, and from the effective date specified in the Assignment and including Acceptance pursuant to which it became a Term Lender in the Funding Date case of each other such Term Lender which becomes a Term Lender prior to but excluding the date on which Term Facility Commitment Termination Date, until the Participation FCI Commitments terminate. Accrued Participation FCI Term Facility Commitment Fees shall be paid Termination Date, payable in quarterly in arrears on the last first Business Day of March, June, September and December of following each year Fiscal Quarter and on the date on which the Participation FCI Commitments terminateTerm Facility Commitment Termination Date, commencing on the first such date to occur after the Funding Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) per annum on the average daily unused amount portion of the Bilateral FCI Issuing Unused Term Commitment of such Bilateral FCI Issuing Lender, equal to the percentage set forth in the definition of “Applicable Margin” for commitment fees for the relevant Total Net Leverage Ratio on such date; provided, however, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender during the period from and including the Funding Date to but excluding the date on which so long as such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI Commitment Fees Lender shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Defaulting Lender.

Commitment Fees. (A) The Parent Borrower Company agrees to pay (or to cause a Foreign Subsidiary Borrower to payi) to the Foreign Trade Facility Agent, Administrative Agent for the account of each Facility A Lender with a Participation FCI Commitment, a commitment fee (the “Participation FCI Commitment Fee”) which shall accrue , at a rate per annum equal to the Applicable Commitment Fee Rate for Facility A, on the daily average daily unused amount of each Participation FCI Commitment of such Lender during Facility A Lender's Unused Commitment for Facility A from the period from date hereof to and including the Funding Date to but excluding the date on which the Participation FCI Commitments terminate. Accrued Participation FCI Commitment Fees shall be paid quarterly Facility A Termination Date, payable in arrears on the last Business Day of March, June, September and December of each year Quarterly Payment Date and on the date on which Facility A Termination Date and (ii) to the Participation FCI Commitments terminateAdministrative Agent for the account of each Facility B Revolver Lender a Commitment Fee, commencing at a rate per annum equal to the Applicable Commitment Fee Rate for Facility B, on the first daily average of such Facility B Revolver Lender's Unused Commitment for Facility B from the date hereof to occur after and including the Funding Facility B Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility B Termination Date. Participation FCI All accrued Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and with respect to Facility A under this Section 2.07 shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount effective date of any termination of the Bilateral FCI Issuing Commitment obligations of such Bilateral FCI Issuing Lender during the period from Facility A Lenders to make Facility A Loans hereunder, and including the Funding Date to but excluding the date on which such Bilateral FCI Issuing Commitment terminates. Accrued Bilateral FCI all accrued Commitment Fees shall be paid quarterly in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date with respect to occur after the Funding Date. Bilateral FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the effective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for the actual number of days elapsed (including the first day but excluding the last day)any reason.