Common use of Commitment Fee Clause in Contracts

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for such Facility the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that (x) any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; time and provided, further, that (y) 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each the applicable Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Commitment Fee Rate with respect to Revolving Credit Loan commitment feesLoans, times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for the applicable Revolving Credit Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility Facility, and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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, 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date December 31, 2021 and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each the applicable Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for the applicable Revolving Credit Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility Facility, and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date September 30, 2017 and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The With respect to the Revolving Credit Facility, the Borrower agrees to shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to commitment fees then in effect for the applicable Class of Revolving Credit Loan commitment fees, Commitments times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for the applicable such Facility exceeds exceed the sum of (Ax) the Outstanding Amount of Revolving Credit Loans for under such Facility and (By) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Revolving Credit Commitments under such Facility 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, provided further that no commitment fee shall accrue on any of the Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each fees for the Revolving Credit Facility shall accrue at all times from the Closing Date until the relevant Maturity Date for the Revolving Credit CommitmentsDate, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit Commitmentssuch Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The With respect to each Revolving Credit Facility, the Parent Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each for such Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Revolving Credit Commitments under such Facility 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 Parent Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Parent Borrower prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Revolving Credit Commitments under any Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each fees for a Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsDate, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears in Dollars on the tenth Business Day following the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit Commitmentssuch Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to Borrowers jointly and severally shall pay to the Administrative Agent (i) in connection with the WC Loans, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage of the Aggregate WC Commitment, a commitment fee in Dollars equal to the Applicable WC Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount during each calendar month or portion thereof from the Closing Date to the Maturity Date by which the aggregate Revolving Credit Aggregate WC Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for as in effect on such Facility and (B) date minus the Outstanding Amount of L/C Obligations exceeds the Total WC Outstandings for WC Loans during such Facility; provided that any commitment fee accrued with respect to any calendar month (and, for the avoidance of doubt, the Commitments Outstanding Amount of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Swing Line Loans shall not be payable by counted towards or considered usage of the Borrower so long as such Aggregate WC Commitments for purposes of determining the commitment fee under this Section 2.08(a)(i)); and (ii) in connection with the Revolver Loans, for the account of each Lender shall be in accordance with its Application Percentage of the Aggregate Revolver Commitment, a Defaulting Lender, except commitment fee equal the Applicable Revolver Rate times the actual daily amount during each calendar month or portion thereof from the Closing Date to the extent that Maturity Date by which the Aggregate Revolver Commitment as in effect on such commitment fee shall otherwise have been due and payable by date exceeds the Borrower prior to Total Revolver Outstandings during 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 Lendercalendar month. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly monthly in arrears on the last Business Day of each March, June, September and Decembercalendar month, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectDate.

Commitment Fee. The Borrower agrees to Company shall pay to the Administrative Agent (x) for the account of each US Dollar Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate US Dollar Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (Ai) the Outstanding Amount of Committed Loans that are US Dollar Revolving Credit Loans for such Facility and (Bii) the Outstanding Amount of L/C Obligations Obligations, subject to adjustment as provided in Section 2.17 and (y) for such Facility; provided that any the account of each Multicurrency Revolving Credit Lender in accordance with its Applicable Percentage, a commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior in Dollars equal to the time such Lender became a Defaulting Lender and unpaid at such time Applicable Rate times the actual daily amount by which the Multicurrency Revolving Credit Commitments exceed the Outstanding Amount of Committed Loans that are Multicurrency Revolving Credit Loans, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be payable by the Borrower so long as such Lender shall be 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 counted towards or considered usage of the Revolving Credit Commitments for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the commitment fee. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Restatement Effective Date, and on the Maturity Date for last day of the Revolving Credit CommitmentsAvailability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each the applicable Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for the applicable Revolving Credit Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) for such Facility Facility, and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date March 17, 2015 until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date March 17, 2015 and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility (other than any Defaulting Lenders) in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until to but excluding the Maturity Date (or such earlier date on which the Revolving Credit Commitments shall have expired or terminated) equal to the Commitment Fee Rate divided by three hundred and sixty (360) days and multiplied by the number of days in the fiscal quarter and then multiplied by the amount, if any, by which the Average Facility Balance with respect to the Revolving Credit Facility for such fiscal quarter (or portion thereof that the Revolving Credit Commitments are in effect) is less than the aggregate amount of the Revolving Credit Commitments; provided that if the Revolving Credit Commitments are terminated on a day other than the first day of a fiscal quarter, including at then any time during such fee payable for the fiscal quarter in which one or more termination shall occur shall be paid on the effective date of the conditions in Article IV is not met, such termination and shall be due and based upon the number of days that have elapsed during such period. The foregoing notwithstanding, in accordance with Section 2.14(b), the applicable lenders may consent to a different Commitment Fee Rate to be paid pursuant to the terms of any applicable Incremental Amendment or Extension Offer. Accrued Commitment Fees shall be payable quarterly in arrears on the last Business Day first day of each MarchJanuary, JuneApril, September July and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date October of each year and on the Maturity Date for date on which the Revolving Credit CommitmentsCommitments terminate, commencing on September 30, 2019. The commitment fee All Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, payable for the actual daily amount shall be computed and multiplied by number of days elapsed (including the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectfirst day but excluding the last day).

Commitment Fee. The Borrower agrees to Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility that is not a Defaulting Lender in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Revolving Credit Percentage, a commitment fee in Dollars equal to (the Applicable Rate with respect to Revolving Credit Loan commitment fees, times “Commitment Fee”) on the actual daily amount by which the aggregate Initial Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) Total Outstandings under the Outstanding Amount of Initial Revolving Credit Loans for such Facility and (B) Facility, at a rate equal to the Outstanding Amount of L/C Obligations for such FacilityCommitment Fee Percentage; provided provided, however, that any commitment fee Commitment Fee accrued with respect to any of the 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 Borrower Company so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee Commitment Fee shall otherwise have been due and payable by the Borrower Company prior to such time; , and provided, further, that no commitment fee 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 on each Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Effective Date, and on the Maturity Date last day of the Availability Period for the Revolving Credit CommitmentsFacility. The commitment fee Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower Company agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower Company so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Company 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 on each Revolving Credit Facility shall accrue at all times from the Closing Amendment No. 1 Effective Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Amendment No. 1 Effective Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility (other than any Defaulting Lender as long as it is a Defaulting Lender) in accordance with its Pro Rata Share or other applicable share provided for under this AgreementRevolving Percentage, a commitment fee (a “Commitment Fee”) in Dollars dollars in an amount computed on a daily basis equal to (i) the Applicable Commitment Fee Rate with respect to Revolving Credit Loan commitment feesper annum then in effect, times (ii) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment for the applicable Facility Commitments exceeds the sum of (A) the Outstanding Amount outstanding amount of Revolving Credit Loans for such Facility and Loans, plus (B) the Outstanding Amount outstanding amount of L/C Obligations LC Obligations, subject to adjustment as provided in Section 2.20 (and, for such Facility; provided that any commitment fee accrued with respect to any the avoidance of doubt, the outstanding amount of Swingline Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of a Defaulting Lender determining any Commitment Fee). Commitment Fees shall be payable during the period prior to the time such Lender became a Defaulting Lender from and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be 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 fee on each Revolving Credit Facility shall accrue at all times from including the Closing Date until to but excluding the Maturity Date for the date on which such Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and Commitment terminates. Accrued Commitment Fees shall be due and payable quarterly in arrears (1) on the last Business Day of each March, June, September and DecemberDecember of each year, commencing with on the first such date during the first full fiscal quarter to occur after the Closing Date and Date, (2) on the Maturity Date for last day of the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrearsAvailability Period, and if there is any change in the Applicable Rate during any quarter, the actual daily amount (3) thereafter on demand. Commitment Fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectactual number of days elapsed (including the first day but excluding the last day).

Commitment Fee. The U.S. Borrowers and the Dutch Borrower agrees jointly and severally agree to pay to the Administrative Agent in Dollars for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to the Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable under such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for under such Facility and (B) in the case of the Tranche A Revolving Credit Facility only, the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any commitment fee accrued with respect to any of the 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 any Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the a Borrower prior to such time; and provided, further, 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the applicable Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the each Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to Borrowers shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Revolving Percentage, a commitment fee (the “Commitment Fee”) in Dollars at a rate per annum equal to the product of (i) the Applicable Rate with respect to Revolving Credit Loan commitment fees, for Commitment Fees times (ii) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (Ay) the Outstanding Amount of Revolving Credit Loans for such Facility and (Bz) the Outstanding Amount of L/C Obligations Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the third calendar day after the end of each March, June, September and December, commencing with the first such Facilitydate to occur after the Closing Date, and on the last day of the Availability Period; provided provided, that (A) no Commitment Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any commitment fee Commitment Fee accrued with respect to any of the Commitments Revolving Commitment 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 Borrower so long as such Lender shall be 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 Borrowers so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Aggregate Commitments exceed the sum of (Ai) the Outstanding Amount of Revolving Credit Committed Loans for such Facility and (Bii) the Outstanding Amount of L/C Obligations for such Facility; Obligations, provided that that, any commitment fee accrued with respect to any of the Commitments Commitment 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, provided further that no commitment fee shall accrue on any of the Commitments Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for last day of the Revolving Credit CommitmentsAvailability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Commitment Fee Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityAvailability; provided that any commitment fee accrued with respect to any of the Commitments Revolving Credit Commitment 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, provided further, that no commitment fee shall accrue on any of the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsMaturity Date, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Revolving Credit Maturity Date for (or, if earlier, upon the Revolving Credit termination of the Aggregate Commitments). The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The With respect to each Revolving Credit Facility, the Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each for such Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Revolving Credit Commitments under such Facility 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, provided further that no commitment fee shall accrue on any of the Revolving Credit Commitments under any Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each fees for a Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsDate, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit Commitmentssuch Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for such Facility the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that (x) any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; time and provided, further, that (y) 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 on each the Revolving Credit Facility shall accrue at all times from the Closing ClosingAmendment No. 3 Effective Date until the Maturity Date for the Revolving Credit Facility with respect to such Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Revolving Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars equal to the Applicable applicable Commitment Fee Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (Aa) the Outstanding Amount of Revolving Credit Loans for such Facility and (Bb) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender under such Revolving Facility during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, 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, provided further that no commitment fee shall accrue on any of the Commitments under any Revolving Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility Commitment shall accrue at all times from the Closing Date until the Maturity Date for the applicable Revolving Credit CommitmentsCommitment, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date last Business Day of December 31, 2024, and on the Maturity Date for the such Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (for such Facility the avoidance of doubt, excluding any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided 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 Borrower so long as such Lender shall be a Defaulting Lender, 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 Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan for commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Aggregate Commitments exceed the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility and (Bii) the Outstanding Amount of L/C Obligations for such Facility; Obligations, subject to adjustment as provided in Section 2.19, provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Swing Line Loans shall not be payable by considered outstanding for purposes of determining the Borrower so long as such Lender shall be 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 unused portion of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderAggregate Commitments. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for last day of the Revolving Credit CommitmentsAvailability Period, provided that any commitment fee accrued with respect to any of the 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 Company so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Company 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 be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to Company shall pay to the Administrative Agent for the account of each (i) U.S. Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee (the “U.S. Commitment Fee”) in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate U.S. Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of U.S. Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any and (ii) Global Revolving Credit Lender in accordance with its Applicable Percentage, a commitment fee accrued with respect to any of (the Commitments of a Defaulting Lender during the period prior “Global Commitment Fee”) in Dollars equal to the time such Lender became a Defaulting Lender and unpaid at such time Applicable Rate times the actual daily amount by which the Global Revolving Credit Facility exceeds the Outstanding Amount of Global Revolving Credit Loans. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be payable by taken into consideration in determining the Borrower so long as such Lender shall be 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 LenderCommitment Fee. The commitment fee on each Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for last day of the Revolving Credit CommitmentsAvailability Period. The commitment fee Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date date hereof until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last third Business Day after the end of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees for such Facility times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for the applicable such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and plus (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars (“Commitment Fee”) equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for such Facility the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that (x) any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; time and provided, further, that (y) 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower Company agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower Company so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Company 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to Borrowers, jointly and severally, shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each for such Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Revolving Credit Commitments under such Facility 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 Borrower Borrowers so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Revolving Credit Commitments under any Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each fees for a Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsDate, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears in Dollars on the tenth Business Day following the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit Commitmentssuch Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. (i) The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility (subject to Section 2.16(a)(iii) with respect to Defaulting Lenders) in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility and (Bii) the Outstanding Amount of L/C Obligations for such Facility; Obligations, subject to adjustment as provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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 Lenderin Section 2.16. The commitment fee on each with respect to the Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for Availability Period with respect to the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the tenth Business Day after the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Restatement Effective Date (and shall include payment of any commitment fees accrued under the Existing Credit Agreement on or prior to the Restatement Effective Date), and on the Maturity Date last day of the Availability Period for the Revolving Credit Commitments. Facility. (ii) The commitment fee fees set forth in clause (i) above shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The (a) In respect of each successive period of three months commencing from the date of this Agreement and any shorter period ending on the last day of the Facility A Availability Period or, as the case may be, the Facility B Availability Period (each a “Commitment Fee Period”), the Borrower agrees to shall pay to the Administrative Facility Agent (for the account of each Revolving Credit Lender under each Facility as described in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, paragraphs (i) and (ii) below) a commitment fee in Dollars equal to the Applicable Rate Base Currency calculated on a daily basis at the rate per annum for each day of such Commitment Fee Period computed in accordance with respect to Revolving the table set out in Schedule 4 (The Margin and Commitment Fee) provided that (i) on any day that the Borrower has Credit Loan commitment feesRatings from S&P, times ▇▇▇▇▇’▇ and Fitch which are not equivalent, the actual daily amount by which applicable rate per annum for such day shall be the aggregate Revolving Credit Commitment relevant rate per annum for the applicable Facility exceeds second highest of such differing Credit Ratings (or if two of S&P, ▇▇▇▇▇’▇ and Fitch provide equivalent Credit Ratings, the sum of (A) the Outstanding Amount of Revolving Credit Loans relevant rate per annum for such Facility equivalent Credit Ratings), computed in accordance with the table set out in Schedule 4 (The Margin and Commitment Fee) (ii) on any day that the Borrower has Credit Ratings from only two (or one) of S&P, ▇▇▇▇▇’▇ and Fitch, the applicable rate per annum for such day shall be the relevant rate per annum for the highest of such Credit Ratings (or, as the case may be, the rate per annum for such single Credit Rating) unless such Credit Ratings differ by more than one notch, in which case the applicable rate per annum will be the average of the relevant rate per annum for such Credit Ratings, all computed in accordance with the table set out in Schedule 4 (The Margin and Commitment Fee) and (Biii) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, commitment fee arising as a result of a change of Credit Rating shall take effect as of the actual daily amount shall be computed and multiplied by day after that change of Credit Rating: (i) (using the Applicable Rate separately relevant rate for Facility A) on that Lender’s Available Facility A Commitment for each period day during such quarter the Facility A Availability Period; and (ii) (using the relevant rate for Facility B) on that such Applicable Rate was Lender’s Available Facility B Commitment for each day during the Facility B Availability Period. (b) The accrued commitment fee is payable on the last day of each Commitment Fee Period. (c) Any changes to the amount of the commitment fee computed in effectaccordance with Schedule 4 (The Margin and Commitment Fee) arising as a result of a change of Credit Rating shall take effect as of the day after that change of Credit Rating.

Commitment Fee. The Borrower agrees to Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual average daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility (excluding any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any commitment fee accrued with respect to any of the 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 Borrower Company so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Company prior to such time; and provided, further, 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsFacility or such earlier date as the Revolving Credit Commitments shall be terminated hereunder, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual average daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate Margin with respect to Revolving Credit Loan commitment fees, fees for such Facility times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for the applicable such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and plus (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the such Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the such Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility and (Bii) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date date hereof until the Maturity Date for the Revolving Credit CommitmentsDate, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberInterest Payment Date, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Fee Rate with respect to times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations. In addition, the Borrower shall pay to the Administrative Agent for the account of each Term Loan Lender in accordance with its Applicable Percentage of the Term Loan Facility, a commitment fees, fee equal to the Applicable Fee Rate times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) Term Loan Commitments exceed the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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 LenderTerm Loans. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit Commitmentsrelevant Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and Date, and, in the case of the commitment fee with respect to the Revolving Credit Facility, on the Maturity Date last day of the Availability Period for the Revolving Credit CommitmentsFacility or, in the case of the commitment fee with respect to the Term Loan Facility, on the last day of the Availability Period for the Term Loan Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, 0.75% per annum times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided provided, however, that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date date hereof until the Maturity Date for the Revolving Credit CommitmentsDate, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit Commitmentsapplicable Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Fee Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility (excluding Swing Line Loans) and (Bii) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided provided, however, that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, 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 on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each MarchFebruary, JuneMay, September August and DecemberNovember, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date last Business Day of February 2008, and on the Maturity Date last day of the Availability Period for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of the Revolving Credit Lenders a commitment fee, from the Effective Date in the case of each Initial Lender (and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender) until the Termination Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing September 30, 2004, and on the Termination Date, at the rate of (i) on the Closing Date, 0.30% per annum and (ii) thereafter, at a rate per annum equal to the Applicable Percentage, in each case on the average daily portion of the sum of each Revolving Credit Lender under each Facility in accordance with Lender's Unused Revolving Credit Commitment plus its Pro Rata Share or other applicable share provided for under this Agreementof the Swing Line Reserve during such period; provided, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment feeshowever, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each MarchFebruary, JuneMay, September August and DecemberNovember, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementLender, a non-refundable commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, Commitment Fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility of such Lender exceeds the sum of (A) the Outstanding Amount of such Lender’s Revolving Credit Loans for and such Facility and (B) Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations (but excluding, for the avoidance of doubt, the Swing Line Loans (unless such Facility; provided that any commitment fee accrued Revolving Credit Lender has refinanced such Swing Line Loan with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became Base Rate Loan in accordance with Section 2.04(c)(i) or funded a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior participation with regards to such timeSwing Line Loan in accordance with Section 2.04(c)(ii))); and provided, further, however that no commitment fee shall accrue on with respect to the Revolving Credit Commitment of an Impacted Lender during any of the Commitments of a Defaulting period that it is an Impacted Lender so long until such time as such Lender shall be a Defaulting Lenderfailure has been cured (as determined in accordance with Section 2.03(a)(ix)). The commitment fee on each Revolving Credit Facility fees shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is are not met, and shall be due and payable quarterly in arrears on the last Business Day of each MarchMarch 31, JuneJune 30, September 30 and DecemberDecember 31, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for last day of the Revolving Credit CommitmentsAvailability Period. The commitment fee fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees for such Facility times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for the applicable such Facility exceeds exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and plus (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementLender, a commitment fee in Dollars (the “Commitment Fee”) equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, Margin times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility Commitments exceeds the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility and (Bii) the Outstanding Amount of L/C Obligations for such Facility; LC Obligations, subject to adjustment as provided that any commitment fee accrued with respect to any in Section 2.15. For the avoidance of doubt, the Commitments Outstanding Amount of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Swingline Loans shall not be payable by the Borrower so long as such Lender shall be 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 counted towards or considered usage of the aggregate Revolving Credit Commitments for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the Commitment Fee. The commitment fee on each Revolving Credit Facility Commitment Fee shall accrue at all times from the Closing Date until the Maturity Date for during the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date on December 30, 2016, and on the Maturity Date for last day of the Revolving Credit CommitmentsAvailability Period. The commitment fee Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. The Commitment Fee shall be distributed by the Administrative Agent to the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages, subject to adjustment as provided in Section 2.15.

Commitment Fee. The Borrower agrees With respect to each Revolving Credit Facility, the Borrowers, jointly and severally, shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each for such Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Revolving Credit Commitments under such Revolving Credit Facility 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 Borrower Borrowers so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Revolving Credit Commitments under any Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each fees for a Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsDate, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly monthly in arrears in Dollars on the tenth Business Day following the last Business Day of each March, June, September and Decembermonth, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit Commitmentssuch Facility. The commitment fee shall be calculated quarterly monthly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided 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 Borrower Borrowers so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility fees shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsDate, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsDate. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to Company shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) at a rate per annum equal to (i) with respect to the Aggregate Revolving A Commitments, the product of (A) the Applicable Rate with respect to Revolving Credit Loan commitment fees, times (B) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment for the applicable Facility exceeds A Commitments exceed the sum of (Ay) the Outstanding Amount of Revolving Credit A Loans for such Facility and (Bz) the Outstanding Amount of L/C Obligations for such Facility; Obligations, subject to adjustment as provided that any commitment fee accrued in Section 2.15, (ii) with respect to any the Aggregate Revolving B Commitments, the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Revolving B Commitments exceed the Outstanding Amount of a Defaulting Lender during the period prior Revolving B Loans, subject to adjustment as provided in Section 2.15, and (iii) with respect to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable Aggregate Revolving C Commitments, the product of (A) the Applicable Rate times (B) the actual daily amount by which the Borrower so long Aggregate Revolving C Commitments exceed the Outstanding Amount of Revolving C Loans, subject to adjustment as such Lender shall be 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 Lenderprovided in Section 2.15. The commitment fee on each Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit Commitmentsapplicable Availability Period, including at any time during which one or more of the conditions in Article IV V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Third Amendment Effective Date, and on the Maturity Date for the Revolving Credit CommitmentsA Loans, the Revolving B Loans and the Revolving C Loans; provided, that (A) no Commitment Fee shall accrue on the Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Revolving Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender. The commitment fee Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of clarification, (x) Domestic Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving A Commitments, and (y) Foreign Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving B Commitments.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Revolving Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars equal to the Applicable applicable Commitment Fee Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (Aa) the Outstanding Amount of Revolving Credit Loans for such Facility and (Bb) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender under such Revolving Facility during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, 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, provided further that no commitment fee shall accrue on any of the Commitments under any Revolving Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility Commitment shall accrue at all times from the Closing Date until the Maturity Date for the applicable Revolving Credit CommitmentsCommitment, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date last Business Day of December 31, 2021, and on the Maturity Date for the such Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times 0.375% per annum of the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. (i) The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility (subject to Section 2.16(a)(iii) with respect to Defaulting Lenders) in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility and (Bii) the Outstanding Amount of L/C Obligations for such Facility; Obligations, subject to adjustment as provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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 Lenderin Section 2.16. The commitment fee on each with respect to the Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for Availability Period with respect to the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the tenth Business Day after the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date last day of the Availability Period for the Revolving Credit CommitmentsFacility. (ii) The Borrower shall pay to the Administrative Agent for the account of each Term A Lender (subject to Section 2.16(a)(iii) with respect to Defaulting Lenders) in accordance with its Applicable Percentage of the Term A Facility, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount of the unused Term A Commitments then in effect. The commitment fee with respect to the Term A Facility shall accrue at all times prior to the Term A Commitment Termination Date, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the tenth Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date. (iii) The commitment fees set forth in clauses (i) and (ii) above shall each be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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 fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date on June 29, 2007, and on the Maturity Date for the Revolving Credit CommitmentsDate. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Payment Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars for the period from and including the Closing Date to but not including the last day of the Availability Period, computed at a rate equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, 0.50% per annum times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (A) the Outstanding Amount Amounts of the Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, provided further that no commitment fee shall accrue on any of the Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last fifth Business Day following receipt by the Borrower of each March, June, September and Decemberan invoice with appropriate back up, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsTermination Date. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Administrative Borrower agrees to shall pay to the Administrative Agent for the account of each (i) Global Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Global Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility comprised of Global Revolving Credit Commitments exceeds the sum of (Ax) the Dollar Equivalent of the Outstanding Amount of Global Revolving Credit Loans for such Facility and (By) the Dollar Equivalent of the Outstanding Amount of L/C Obligations for such Facility; (including Obligations under Lender Issued Guarantees), subject to adjustment as provided that any in Section 2.19, and (ii) Domestic Revolving Credit Lender in accordance with its Applicable Domestic Revolving Credit Percentage, a commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior in Dollars equal to the time such Lender became a Defaulting Lender and unpaid at such time Applicable Rate times the actual daily amount by which the Revolving Credit Facility comprised of Domestic Revolving Credit Commitments exceeds the Outstanding Amount of Domestic Revolving Credit Loans. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be payable by the Borrower so long as such Lender shall be 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 counted towards or considered usage of the Aggregate Commitments for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the commitment fee. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for last day of the Revolving Credit CommitmentsAvailability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, 2.0% times the actual average daily amount by which of the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityAggregate Commitment; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and providedprovided further that notwithstanding anything in Section 2.11 to the contrary, further, that no commitment fee shall accrue on on, or be payable in respect of, any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsCommitments have been used or terminated, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly monthly in arrears on the last Business Day of each March, June, September and Decembermonth, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectTermination Date.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date date hereof until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Parent Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each the Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars (the “Commitment Fee”) at a per annum rate equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times on the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility of such Revolving Credit Lender exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for Exposure of such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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 fee on each Commitment Fee for the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first second such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in Notwithstanding anything herein to the Applicable Rate during any quartercontrary, the actual daily amount Commitment Fee for the New Revolving Facility shall be computed and multiplied by accrue from the Applicable Rate separately Incremental Amendment No. 3 Effective Date until the Maturity Date for each period during such quarter that such Applicable Rate was in effectthe New Revolving Facility. Notwithstanding anything herein to the contrary, the Commitment Fee for the 2019 Revolving Facility shall accrue from the Incremental Amendment No. 4 Closing Date until the Maturity Date for the 2019 Revolving Facility.

Commitment Fee. The Borrower agrees to Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (for such Facility the avoidance of doubt, excluding any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided 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 Borrower Borrowers so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any of the Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date date hereof until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Paying Agent for the account of each the Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, Lenders a commitment fee fee, from the Effective Date in Dollars the case of each Initial Lender (and from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender in the case of each other Lender) until the Termination Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing on December 31, 2011 and on the Termination Date, at a rate per annum equal to the Applicable Rate with respect to Revolving Credit Loan commitment feesCommitment Fee Percentage, times in each case on the actual average daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds portion of the sum of (Ax) the Outstanding Amount of each Revolving Credit Loans Lender’s Unused Revolving Credit Commitment plus (y) such Lender’s Pro Rata Share of the Swing Line Reserve and Swing Line Advances made pursuant to Section 2.02(b)(ii) (including all outstanding Swing Line Advances for which the Revolving Credit Lenders have not been required to make any purchase pursuant to Section 2.02(b)(iii)) during such Facility and period (B) excluding the Outstanding Amount Pro Rata Share of L/C Obligations for such Facilityany Lender that is the Swing Line Bank who has made the relevant Swing Line Advance); provided provided, however, that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (for such Facility the avoidance of doubt, excluding any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided 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 Borrower so long as such Lender shall be a Defaulting Lender, 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 Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day fifteenth day after the end of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date May 26, 2021, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. (i) The Borrower agrees to Borrowers shall pay to the Administrative Agent for the account of each USD Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable USD Revolving Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Aggregate USD Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (Ai) the Outstanding Amount of USD Revolving Credit Loans for such Facility and (Bii) the Outstanding Amount of L/C Obligations C-BA Obligations, subject to adjustment as provided in Section 2.16. (ii) The Borrowers shall pay to the Administrative Agent for such Facility; provided that any the account of each Multi-Currency Revolving Lender in accordance with its Applicable Multi-Currency Revolving Percentage, a commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior in Dollars equal to the time such Lender became a Defaulting Lender and unpaid at such time Applicable Rate times the actual daily amount by which the Aggregate Multi-Currency Revolving Commitments exceed the Outstanding Amount of Multi-Currency Revolving Loans, subject to adjustment as provided in Section 2.16. (iii) The Borrowers shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except pay to the extent that such Administrative Agent for the account of each Specified Currency Revolving Lender in accordance with its Applicable Specified Currency Revolving Percentage, a commitment fee shall otherwise have been due and payable in Dollars equal to the Applicable Rate times the actual daily amount by which the Borrower prior Aggregate Specified Currency Revolving Commitments exceed the Outstanding Amount of Specified Currency Revolving Loans, subject to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long adjustment as such Lender shall be a Defaulting Lender. provided in Section 2.16. (iv) The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for last day of the Revolving Credit CommitmentsAvailability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the sum of: (i) the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations plus (ii) during the Availability Period for such Delayed Draw Term Borrowings under the Term Facility; provided that any commitment fee accrued with respect to any , the Applicable Rate times the actual daily amount of the Commitments unused portion 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 Borrower so long as such Lender shall be 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 Term Commitment. The commitment fee shall accrue on any (a) with respect to the portion of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue described under clause (i) above, at all times from during the Closing Date until the Maturity Date Availability Period for the Revolving Credit CommitmentsFacility, including and (b) with respect to the portion of the commitment fee described under clause (ii) above, at all times during the Availability Period for Delayed Draw Term Borrowings under the Term Facility, including, in each case, at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date last day of the respective Availability Periods for the Revolving Credit CommitmentsFacility and Delayed Draw Term Borrowings under the Term Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars at a rate per annum equal to the Applicable Rate Margin with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility and (Bii) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided provided, however, that any commitment fee accrued with respect to any of the 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 Borrower Borrowers so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time; and provided, further, 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 on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable (i) quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during last Business Day of the first full fiscal quarter to occur after the Closing Date ending June 30, 2018, and (ii) on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly Facility, in arrears, and if there is any change in each case on the Applicable Rate during any quarter, basis of the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectnumber of days elapsed over a 360-day year.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityAvailability; provided that any commitment fee accrued with respect to any of the Commitments Revolving Credit Commitment 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 Borrower so long as such Lender shall be a Defaulting Lender, 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 Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsDate, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly monthly in arrears on the last Business Day of each March, June, September and Decembercalendar month, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsDate. The commitment fee shall be calculated quarterly monthly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to Borrowers shall pay to the Administrative Agent (i) for the account of each Dollar Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementDollar Revolving Share, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, Margin times the actual daily amount by which the aggregate Aggregate Dollar Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (Aa) the aggregate Outstanding Amount of Dollar Revolving Credit Loans for such Facility and (Bb) the aggregate Outstanding Amount of L/C Obligations (such amount to be determined for such Facility; provided that any each Interest Period) and (ii) for the account of each Multicurrency Revolving Lender in accordance with its Pro Rata Multicurrency Revolving Share, a commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior equal to the time Applicable Margin times the actual daily amount by which the Aggregate Multicurrency Revolving Credit Commitments exceed the aggregate Outstanding Amount of Multicurrency Revolving Loans (such Lender became a Defaulting Lender amount to be determined for each Interest Period) (clauses (i) and unpaid at such time shall not be payable by (ii), collectively, the Borrower so long as such Lender shall be 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“Commitment Fee”). The commitment fee on each Revolving Credit Facility Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Maturity Date and shall be calculated as of each Quarterly Fee Calculation Date, commencing with the first such date to occur after the Closing Date, and shall be due and payable on the respective Quarterly Fee Payment Date for each such Quarterly Fee Calculation Date, and on the Revolving Credit CommitmentsMaturity Date. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. The Commitment Fee shall accrue at all times commencing on the Closing Date and thereafter, including at any time during which one or more of the conditions in Article IV (Conditions Precedent to Credit Extensions) is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Multicurrency RCF Lender under each Facility and US Dollar RCF Lender in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, Applicable Percentage a commitment fee in Dollars equal to the Applicable Fee Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which (A) in the aggregate case of a Multicurrency RCF Lender, the Multicurrency Revolving Credit Commitment for the applicable Facility exceeds the sum of (Ai) the Outstanding Amount of Revolving Credit Multicurrency RCF Loans for such Facility and (Bii) the Outstanding Amount of Multicurrency RCF L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of and (B) in the Commitments case 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 Borrower so long as such Lender shall be a Defaulting US Dollar RCF Lender, except to the extent that such commitment fee shall otherwise have been due US Dollar Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of US Dollar RCF Loans and payable by (ii) the Borrower prior to such time; and providedOutstanding Amount of US Dollar RCF L/C Obligations, 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 Lenderapplicable. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date last day of the Availability Period for the respective Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. Notwithstanding the foregoing, commitment fees in respect of any Extended Revolving Loan Commitments shall be the rate set forth in the relevant Extension Offer.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility Class of Revolving Credit Commitments in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan Commitments commitment fees, fees for such Class times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility Class of Revolving Credit Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility Class of Revolving Credit Commitments and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any Class of Revolving Credit Commitments. For the Commitments avoidance of a Defaulting Lender during doubt, the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Outstanding Amount of Swing Line Loans shall not be payable by the Borrower so long as such Lender shall be 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 counted towards or considered usage of the Commitments Revolving Credit Loans for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the commitment fee. The commitment fee on each Class of Revolving Credit Facility Commitments shall accrue at all times from the Closing Date until the Maturity Date for the such Class of Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the such Class of Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to As of (A) the last Business Day in each Calendar Quarter (or portion thereof), commencing on the Date of Issuance for the Letter of Credit and ending on the Commitment Expiration Date, and (B) the Commitment Expiration Date the City shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, the Banks a commitment fee in Dollars for the Total Unutilized Commitment (the “Commitment Fee”) for the Calendar Quarter (or portion thereof) then ending. The Commitment Fee for such Calendar Quarter (or portion thereof) shall be an amount equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum product of (A1) the Outstanding Amount of Revolving Credit Loans for such Facility and Applicable Commitment Fee Percentage times (B2) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any amount of the Commitments Total Unutilized Commitment times (3) a fraction, the numerator of a Defaulting Lender during which is the period prior to number of days in such Calendar Quarter (or portion thereof) and the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender denominator of which is 360. The Commitment Fee shall be 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 owing as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not metreferenced above, and shall be due and payable quarterly in arrears on the last Business Day of each Marchpayable, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there as set forth in Section 1.2 (c) below. In the event more than one Applicable Commitment Fee Percentage or Total Unutilized Commitment amount is any change in the Applicable Rate effect during any quartera Calendar Quarter, the actual daily amount Commitment Fee shall be computed and multiplied determined by the Applicable Rate separately calculating a separate fee for each period during portion of such quarter that Calendar Quarter to which a different Applicable Commitment Fee Percentage or Total Unutilized Commitment amount applied and adding such Applicable Rate was in effectseparate fees together to determine the total Commitment Fee for such Calendar Quarter.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, Commitment Fee Percentage times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (Ai) the Outstanding Amount of Revolving Credit Loans (but Swing Line Loans shall not be included for purposes of computing such Facility and Outstanding Amount under this Section 2.09(a)) plus (Bii) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided provided, however, that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, 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 on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment for the applicable Facility Commitments exceeds the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility and (Bii) the Outstanding Amount of L/C Obligations for such Facility; Obligations, subject to adjustment as provided that any commitment fee accrued with respect to any in Section 2.15. For the avoidance of doubt, the Commitments Outstanding Amount of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Swingline Loans shall not be payable by the Borrower so long as such Lender shall be 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 counted towards or considered usage of the Commitments Revolving Facility for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the commitment fee. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be 2.10 due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for last day of the Revolving Availability Period and 2.10 accrued through and including the date that is two (2) Business Days prior to the last day of each calendar quarter in arrears (it being understood that the remaining days left in each such calendar quarter shall be accrued and included in the next consecutive calendar quarter’s computation by the Administrative Agent); provided, that, if at any time there shall be outstanding a Letter of Credit Commitmentsdenominated in an Alternative Currency that was not issued by Bank of America, the commitment fee with respect to any period shall be adjusted to reconcile any mis-computation with respect to the immediately preceding period resulting from the applicable L/C Issuer(s) failing to provide the Administrative Agent with correct and complete information regarding such Letter(s) of Credit in the applicable Letter of Credit Report (or failing to deliver such Letter of Credit Report). The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay a commitment fee, which shall accrue at a rate equal to the Commitment Fee Rate per annum on the average daily amount of the unused Revolving Credit Commitments of such Revolving Credit Lender during such quarter, to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any . The commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. (i) The U.S. Borrower agrees to shall pay to the Administrative Agent for the account of each U.S. Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Revolving Credit Percentage of the U.S. Revolving Credit Commitments, a commitment fee in Dollars equal to the Applicable Fee Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate U.S. Revolving Credit Commitment for the applicable Facility exceeds the sum of (Ax) the Outstanding Amount of U.S. Revolving Credit Loans for such Facility (other than Swing Line Loans) and (By) the Outstanding Amount of U.S. L/C Obligations and (ii) the Hong Kong Borrower shall pay to the Administrative Agent for such Facility; provided that any the account of each Hong Kong Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage of the Hong Kong Revolving Credit Commitments, a commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior equal to the time such Lender became a Defaulting Lender Applicable Fee Rate times the actual daily amount by which the Hong Kong Revolving Credit Facility exceeds the sum of (x) the Outstanding Amount of Hong Kong Revolving Credit Loans and unpaid at such time shall not be payable by (y) the Borrower so long Outstanding Amount of Hong Kong L/C Obligations, subject in each case to adjustment as such Lender shall be 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 Lenderprovided in Section 2.16. The commitment fee on For each Revolving Credit Facility Facility, the commitment fee shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit Commitmentsapplicable Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date last day of the Availability Period for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate Margin with respect to Revolving Credit Loan commitment fees, fees for such Facility times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for the applicable such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and plus (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Restatement Effective Date until the Maturity Date for the such Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur during the first full fiscal quarter to occur after the Closing Date Restatement Effective Date, and on the Maturity Date for the such Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, the Lenders a commitment fee in Dollars equal on the average daily portion of each Appropriate Lender's Unused Acquisition Commitment (prior to the Applicable Rate Conversion Date) and on the average daily Unused Working Capital Commitment of each Appropriate Lender, 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 a Lender in the case of each other Lender until the Termination Date, payable in arrears quarterly on the last Business Day of each March, June, September and December, commencing December 31, 1996, and, with respect to Revolving Credit Loan commitment feesUnused Acquisition Commitments, times on the actual Conversion Date or, with respect to Unused Working Capital Commitments, on the Termination Date, at the rate of half of 1% per annum on the average daily amount by which portion of each Appropriate Lender's Unused Acquisition Commitment and on the aggregate Revolving Credit average daily Unused Working Capital Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facilityeach Appropriate Lender; provided provided, however, that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, Margin times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility and Loans, (Bii) the Outstanding Amount of L/C Obligations for such Facilityand (iii) the Outstanding Amount of Swing Line Loans; provided that any commitment fee accrued with respect to any of the 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 Borrower Borrowers so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time; and provided, further, 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date date hereof until the Maturity Date for the Revolving Credit CommitmentsDate, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last first Business Day after the end of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (for such Facility the avoidance of doubt, excluding any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided 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 Borrower so long as such Lender shall be a Defaulting Lender, 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 Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date [[NYCORP:▇▇▇▇▇▇▇▇▇:04/23/2018—12:16 PM]][[NYCORP:3649801v12:05/23/2018—06:48 PM]] Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment for the applicable Facility Commitments exceeds the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility Loans, and (Bii) the Outstanding Amount of L/C Obligations for such Facility; Obligations, subject to adjustment as provided that any commitment fee accrued with respect to any in Section 2.15. For the avoidance of doubt, the Commitments Outstanding Amount of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Swingline Loans shall not be payable by the Borrower so long as such Lender shall be 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 counted towards or considered usage of the Aggregate Revolving Commitments for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the commitment fee. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be (i) due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for last day of the Revolving Availability Period, and (ii) accrued through and including the date that is two (2) Business Days prior to the last day of each calendar quarter in arrears (it being understood that the remaining days left in each such calendar quarter shall be accrued and included in the next consecutive calendar quarter’s computation by the Administrative Agent); provided, that, if at any time there shall be outstanding a Letter of Credit Commitmentsdenominated in an Alternative Currency that was not issued by Bank of America, the commitment fee with respect to any period shall be adjusted to reconcile any mis-computation with respect to the immediately preceding period resulting from the applicable L/C Issuer(s) failing to provide the Administrative Agent with correct and complete information regarding such Letter(s) of Credit in the applicable Letter of Credit Report (or failing to deliver such Letter of Credit Report). The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) equal to the products of the (1) Applicable Rate with respect to Revolving Credit Loan commitment fees, times (ii) the actual daily amount by which the aggregate Aggregate Commitments exceed the Total Revolving Credit Outstandings. The Commitment for Fee shall accrue at all times during the applicable Facility exceeds Availability Period, including at any time during which one or more of the sum conditions in Article IV is not met, and shall be due and payable in arrears on the first Business Day of each calendar month, commencing with the first such date to occur after the Closing Date, and on the Maturity Date; provided that (A) the Outstanding Amount no commitment fee shall accrue on any Commitment of Revolving Credit Loans for a Defaulting Lender so long as such Facility Lender shall be a Defaulting Lender and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments Commitment 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 Borrower so long as such Lender shall be 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee Commitment Fee shall be calculated quarterly monthly in arrears, and if there is any change in the Applicable Rate during any quartercalendar month, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter calendar month that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility (other than a Defaulting Lender as set forth in Section 2.16) in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Fee Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate U.S. Revolving Credit Commitment for Facility or the applicable Facility Alternative Revolving Credit Facility, as applicable, exceeds the sum of (Ai) the Outstanding Amount of the relevant Revolving Credit Loans for such Facility and (Bii) in the case of the U.S. Revolving Credit Facility, the Outstanding Amount of the U.S. L/C Obligations for such Facility; Obligations, subject to adjustment as provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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 Lenderin Section 2.16. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Restatement Effective Date and on the Maturity Date last day of the Availability Period for the relevant Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. For the avoidance of doubt, U.S. Swing Line Loans shall not be counted towards the Outstanding Amount of any Revolving Credit Loans or any U.S. L/C Obligations.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to the Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the applicable Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.-86-CG&R Draft ▇▇▇▇▇▇▇▇▇▇v1 Last Saved: 08/19/2013 8:50 pm ▇▇▇▇▇▇▇▇▇▇

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Commitment Fee Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of the Revolving Credit Lenders a commitment fee, from the Closing Date in the case of each Initial Lender (and from the effective date specified in the Assignment and Assumption pursuant to which it became a Revolving Credit Lender under in the case of each Facility other Revolving Credit Lender) until the Termination Date, payable in accordance with its Pro Rata Share or other applicable share provided for under this Agreementarrears quarterly on the last day of each March, June, September and December, commencing on September 30, 2023 and on the Termination Date, at a commitment fee in Dollars rate per annum equal to the Applicable Rate with respect to Revolving Credit Loan commitment feesCommitment Fee Percentage, times in each case on the actual average daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds portion of the sum of (Ax) the Outstanding Amount of each Revolving Credit Loans Lender’s Unused Revolving Credit Commitment plus (y) such Lender’s Pro Rata Share of the Swing Line Reserve and Swing Line Advances made pursuant to Section 2.02(b)(ii) (including all outstanding Swing Line Advances for which the Revolving Credit Lenders have not been required to make any purchase pursuant to Section 2.02(b)(iii)) during such Facility and period (B) excluding the Outstanding Amount Pro Rata Share of L/C Obligations for such Facilityany Lender that is the Swing Line Bank who has made the relevant Swing Line Advance); provided provided, however, that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Revolving Credit Percentage, a commitment fee in Dollars (the “Commitment Fee”) equal to the Applicable Fee Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility and (Bii) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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 LenderObligations. The commitment fee on each Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date during the first full fiscal quarter to occur after the Acquisition Closing Date, on the Original Revolving Credit Maturity Date and on the Maturity Date for last day of the Revolving Credit CommitmentsAvailability Period. The commitment fee Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarterquarter (or other period in respect of which the Commitment Fee is being calculated), the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter (or other period) that such Applicable Fee Rate was in effect. Notwithstanding anything to the contrary herein, the Increase Lender hereby waives any Commitment Fees accrued with respect to the Additional Commitment (as defined in the Increase Joinder) for any periods on or prior to the Amendment No. 4 Effective Date.”

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee (the “Commitment Fee”) in Dollars equal to the product of (i) the Applicable Rate with respect to Revolving Credit Loan commitment fees, times (ii) the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (Ax) the Outstanding Amount of Revolving Credit Loans for such Facility and (By) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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, furtherhowever, that no commitment fee Commitment Fee shall accrue on any of the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Revolving Maturity Date for the Revolving Credit CommitmentsDate. The commitment fee Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Revolving Credit Facility.

Commitment Fee. The Borrower agrees to Commencing on the Closing Date, the Borrowers shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreementthe Lenders, a non-refundable commitment fee in Dollars at a rate per annum equal to the Applicable Rate with respect to applicable rate based upon the table set forth below (the "Commitment Fee Rate") on the average daily unused portion of the Revolving Credit Loan commitment fees, times Commitment; provided that the actual daily amount by which of outstanding Swingline Loans and Alternative Currency Loans shall not be considered usage of the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum purpose of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that calculating 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 Lenderfee. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date calendar quarter during the first full fiscal quarter to occur after the Closing Date term of this Agreement commencing September 30, 2002, and on the Maturity Date for the Revolving Credit CommitmentsMaturity Date. The Such commitment fee shall be calculated distributed by the Administrative Agent to the Lenders pro rata in accordance with the Lenders' respective Revolving Credit Commitment Percentages. The Commitment Fee Rate shall be determined and adjusted quarterly in arrearson each Calculation Date; provided, however, that (a) the initial Commitment Fee Rate shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level III until the first Calculation Date occurring after the fiscal quarter ending June 30, 2002 and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Domestic Borrower preceding the applicable Calculation Date, and (b) if there is any change in the Applicable Rate during any quarterDomestic Borrower, on behalf of itself and the Canadian Borrower, fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Domestic Borrower preceding the applicable Calculation Date, the actual daily amount Commitment Fee Rate from such Calculation Date shall be computed and multiplied based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Applicable Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Parent preceding such Calculation Date. The Commitment Fee Rate separately for each period during such quarter that such Applicable shall be effective from one Calculation Date until the next Calculation Date. ------------------------------------------------------------------------------------------------------------------ Pricing Level Leverage Ratio Commitment Fee Rate was in effect.================================================================================================================== I Greater than or equal to 2.75 to 1.00 0.300% ------------------------------------------------------------------------------------------------------------------ II Greater than or equal to 2.25 to 1.00 but less than 2.75 to 1.00 0.275% ------------------------------------------------------------------------------------------------------------------ III Greater than or equal to 1.75 to 1.00 but less than 2.25 to 1.00 0.250% ------------------------------------------------------------------------------------------------------------------ IV Less than 1.75 to 1.00 0.225% ------------------------------------------------------------------------------------------------------------------

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to for the Applicable Rate with respect to Revolving Credit Loan commitment fees, times period from and including the actual daily amount by which first day of the aggregate Revolving Credit Commitment for Period to the applicable Facility exceeds Termination Date, computed at the sum rate of (A) 3/8 of 1% per annum on the Outstanding Amount average daily amount of the unused Revolving Credit Loans for Commitment of such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Revolving Credit 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 Borrower so long as such Lender shall be a Defaulting Lenderfor which payment is made, 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember and on the Termination Date or such earlier date as the Revolving Credit Commitments shall terminate as provided herein, commencing with on the first of such date during the first full fiscal quarter dates to occur after the Closing Date date hereof, PROVIDED that, from and after September 30, 1996, the commitment fee will be adjusted, if required, on each Adjustment Date, to the rate set forth on ANNEX A hereto opposite the level for which the Consolidated Leverage Ratio for the 12-month period ended on the Maturity date of the financial statements relating to such Adjustment Date for as determined based upon such financial statements satisfies the Revolving Credit Commitments. The corresponding criteria set forth under the heading "Consolidated Leverage Ratio" and PROVIDED, FURTHER, that, in the event that the financial statements required to be delivered pursuant to subsection 8.1(a) or 8.1(b), as applicable, and the related certificate required pursuant to subsection 8.2(b), are not delivered when due, then if such financial statements are not delivered prior to the date upon which the resultant Default shall become an Event of Default, then, effective upon such Default becoming an Event of Default, during the period from the date upon which such financial statements were required to be delivered until one Business Day following the date upon which they actually are delivered, the commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect1/2 of 1%.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment feesCommitment Fee Rate, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect.

Commitment Fee. The Commencing on the Closing Date, the Borrower agrees to shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreementthe Lenders, a non-refundable commitment fee in Dollars equal to on the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual average daily amount by which unused portion of the aggregate Revolving Credit Commitment Commitments at a rate based upon the table set forth below and shall be determined and adjusted quarterly on each Calculation Date ten (10) Business Days after the date by which the Borrower is required to provide an Officer’s Compliance Certificate for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facilitymost recently ended Fiscal Quarter; provided that any commitment fee accrued with respect to any the amount of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time outstanding Swingline Loans shall not be payable considered usage of the Revolving Credit Commitments for the purpose of calculating such commitment fee; provided further, however, that (a) the initial rate shall be based on Pricing Level II (as shown below) and shall remain at Pricing Level II until receipt by the Borrower so long as such Lender Administrative Agent of the Officer’s Compliance Certificate for the Fiscal Quarter ending on or nearest to March 31, 2007 and, thereafter the Pricing Level shall be a Defaulting Lender, except determined by reference to the extent that such commitment fee shall otherwise have been due Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter preceding the applicable Calculation Date and payable by (b) if the Borrower prior fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most recently ended Fiscal Quarter preceding the applicable Calculation Date, the Applicable Margin from such time; and Calculation Date shall be based on Pricing Level II (as shown below) until such time as an appropriate Officer’s Compliance Certificate is provided, further, that at which time (but with no commitment fee retroactive effect) the Pricing Level shall accrue on any be determined by reference to the Total Leverage Ratio as of the Commitments last day of a Defaulting Lender so long as the most recently ended Fiscal Quarter preceding such Lender shall be a Defaulting LenderCalculation Date. The commitment fee on each Revolving Credit Facility rate so determined shall accrue at all times be effective from the Closing one Calculation Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and next Calculation Date. The commitment fee shall be due and payable quarterly in arrears on the last Business Day of each Marchconsecutive Fiscal Quarter ending on or nearest to December 31, JuneMarch 31, June 30 and September and December30 during the term of this Agreement, commencing with on the first such date during last Business Day of the first full fiscal quarter Fiscal Quarter ending on or nearest to occur after the Closing Date March 31, 2007, and on the Maturity Date for the Revolving Credit CommitmentsMaturity Date. The Such commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied distributed by the Applicable Rate separately for each period during such quarter that such Applicable Rate was Administrative Agent to the Lenders pro rata in effect.accordance with the Lenders’ respective Revolving Credit Commitment Percentages. II Greater than 2.00 to 1.00 0.500 % I Less than or equal to 2.00 to 1.00 0.375 %

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Fee Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility and (Bii) the Outstanding Amount of L/C Obligations for such Facility; Obligations, subject to adjustment as provided that any commitment fee accrued with respect to any in Section 2.17. For the avoidance of doubt, the Commitments Outstanding Amount of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Swing Line Loans shall not be payable by the Borrower so long as such Lender shall be 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 counted towards or considered usage of the Aggregate Commitments for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the commitment fee. The commitment fee on shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each Revolving Credit Facility period during such quarter that such Applicable Fee Rate was in effect. The commitment fee shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last first Business Day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date ClosingNew 2023 Incremental Amendment Effective Date, and on the Maturity Date last day of the Availability Period for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees for such Facility times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for the applicable such Facility exceeds exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and plus (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable in Dollars quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The US Borrower agrees to shall pay to the Administrative Agent for the account of the Lenders 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 a Lender in the case of each other Lender until the Termination Date, payable in arrears on the date of the Initial Extension of Credit, thereafter quarterly on the last day of each March, June, September and December, commencing September 30, 2005, and on the Termination Date in respect of the applicable Facility, at the rate per annum equal to the Applicable Percentage in effect from time to time on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender under each Facility in accordance with plus, if such Lender is a US Revolving Credit Lender, its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal of (i) the average daily outstanding Canadian Revolving Credit Advances during such quarter and (ii) the average daily outstanding Swing Line Advances during such quarter to the Applicable Rate with respect to Revolving Credit Loan commitment feesextent the Lenders have not purchased their Pro Rata Share of such Swing Line Advances; provided, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided however, that any commitment fee accrued with respect to any of the 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 US Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the US Borrower prior to such time; and provided, further, 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 on each Revolving Credit Facility It is understood and agreed that for purposes of this Section 2.09(a) and (b) the Canadian Borrowers shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more have no liability in respect of the conditions in Article IV is not met, and shall be due and fees payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectUS Borrower.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, 0.50% per annum times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided provided, however, that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date date hereof until the Maturity Date for the Revolving Credit CommitmentsDate, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit Commitmentsapplicable Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided provided, that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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 fee on each the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsDate, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsDate. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay on each Quarterly Date after the Closing Date and on the Scheduled Commitment Termination Date (if such Commitment Termination Date has not been extended pursuant to Section 2.3.1 or if any principal otherwise becomes due in respect of any Loans on the Scheduled Commitment Termination Date) and on the Extension Date (if the Commitment Termination Date has been extended pursuant to Section 2.3.1) (each such date, a "Commitment Fee Payment Date"), to the Administrative Agent for the account of the Lenders, ratably according to their respective Percentages for the calendar quarter (or portion thereof) preceding each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreementsuch payment, a commitment non-refundable fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued aggregate amount of, with respect to any of the Commitments of a Defaulting Lender each day during the period prior calendar quarter (or portion thereof) preceding the related Commitment Fee Payment Date on which the aggregate outstanding amount of Revolving Loans was equal to or greater than the time applicable Minimum Borrowing Amount, the Unutilized Commitment with respect to such Lender became a Defaulting Lender day multiplied by 0.15% per annum (calculated on an actual/360-day basis) and unpaid at (ii) the aggregate amount of, with respect to each day during the calendar quarter (or portion thereof) preceding the related Commitment Fee Payment Date on which the aggregate outstanding amount of Revolving Loans was less than the applicable Minimum Borrowing Amount, the Unutilized Commitment with respect to such time shall not be payable day multiplied by the Borrower so long as such Lender 0.20% per annum (calculated on an actual/360-day basis). With respect to each Designated CP Conduit and its corresponding Designated CP Conduit Committed Lender, there shall be a Defaulting Lender, except single fee paid 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 Designated CP Conduit Committed Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to times the actual daily amount by which the Revolving Credit Loan Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment feesfee. In addition, the Borrower shall pay to the Administrative Agent for the account of each Term Lender in accordance with its Applicable Percentage of the Term Facility, a commitment fee equal to the Applicable Rate times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) Term Commitments exceed the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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 LenderTerm Loans. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit Commitmentsrelevant Availability Period, including at any time during which one or more of the conditions in Article IV Section 4.02 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and Date, and, in the case of the commitment fee with respect to the Revolving Credit Facility, on the Maturity Date last day of the Availability Period for the Revolving Credit CommitmentsFacility or, in the case of the commitment fee with respect to the Term Facility, on the last day of the Availability Period for the Term Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, Bank a commitment fee on the average daily unused portion of such Bank's Commitment, computed on a quarterly basis in Dollars equal arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, at a rate per annum specified for the Commitment fee in the definition of Applicable Amount. The Commitment Fee shall be in effect from the date the most recent certificate delivered pursuant to Section 4.1(g) or 6.2(a) is received by the Administrative Agent to but excluding the date the next such certificate is received; provided; however, that if the Company fails to timely deliver the next such certificate, the Commitment Fee from the date such certificate was due to but excluding the date such certificate is received by the Administrative Agent (the "Commitment Delinquent Period") shall be the higher of (a) the Commitment Fee already in effect and (b) the Commitment Fee as set forth in such certificate when received, retroactively applied to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be 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 Delinquent Period. Such 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date until to the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each Marchquarter commencing March 31, June1998, September and December, commencing with the first such date during the first full fiscal quarter final payment to occur after the Closing Date and be made on the Maturity Date Date; provided that, in connection with the termination of Commitments pursuant to Section 2.6 or Section 2.8(a), the accrued commitment fee calculated for the Revolving Credit Commitmentsperiod ending on such date shall also be paid on the date of the termination. The commitment fee fees provided in this Section shall be calculated quarterly accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectSection 4 are not met.

Commitment Fee. The On the Closing Date, the Borrower agrees to shall pay to the Administrative Agent the accrued and unpaid Commitment Fee from September 29, 2023 through (but excluding) the Closing Date. Commencing on the Closing Date, subject to Section 4.15(a)(iii)(A), the Borrower shall pay to the Administrative Agent, for the account of each the Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementLenders, a non-refundable commitment fee in Dollars (the “Commitment Fee”) at a rate per annum equal to the Applicable Rate with respect to Margin on the average daily unused portion of the Revolving Credit Loan commitment feesCommitment of the Revolving Credit Lenders (other than the Defaulting Lenders, times if any); provided, that the actual daily amount by which of outstanding Swingline Loans shall not be considered usage of the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum purpose of (A) the Outstanding Amount of Revolving Credit Loans for calculating such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Commitment Fee. The Commitment Fee shall not be payable by the Borrower so long as such Lender shall be 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date calendar quarter during the first full fiscal quarter to occur after the Closing Date term of this Agreement commencing December 31, 2023 and ending on the Maturity Date for date upon which all Obligations (other than contingent indemnification obligations not then due) arising under the Revolving Credit CommitmentsFacility shall have been indefeasibly and irrevocably paid and satisfied in full, all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the Revolving Credit Commitment has been terminated. The commitment fee Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied distributed by the Applicable Rate separately for each period during Administrative Agent to the Revolving Credit Lenders (other than any Defaulting Lender) pro rata in accordance with such quarter that such Applicable Rate was in effectRevolving Credit Lenders’ respective Revolving Credit Commitment Percentages.

Commitment Fee. The Borrower agrees to Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility Lender, in Dollars, in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the product of (i) the Applicable Rate with respect to Revolving Credit Loan commitment fees, times (ii) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (Ay) the Outstanding Amount of Revolving Credit Loans for such Facility and (Bz) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that (A) no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any commitment fee accrued with respect to any of the Commitments Revolving Commitment 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 Borrower so long as such Lender shall be 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 Company so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Restatement Effective Date, and on the Maturity Date for the Revolving Credit CommitmentsDate. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of computing the commitment fee in accordance with this Section 2.09(a).

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided PROVIDED that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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, 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 on each Revolving Credit Facility shall accrue at all times from the Closing Date date hereof until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last third Business Day after the end of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the the(a) account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Commitment Fee Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) equal to the product of the (i) Applicable Rate with respect to Revolving Credit Loan commitment fees, times (ii) the actual daily amount by which the aggregate Aggregate Commitments exceed the Total Revolving Credit Outstandings. The Commitment for Fee shall accrue at all times during the applicable Facility exceeds Availability Period, including at any time during which one or more of the sum conditions in Article IV is not met, and shall be due and payable in arrears on the first Business Day of each calendar month, commencing with the first such date to occur after the Closing Date, and on the Maturity Date; provided that (A) the Outstanding Amount no commitment fee shall accrue on any Commitment of Revolving Credit Loans for a Defaulting Lender so long as such Facility Lender shall be a Defaulting Lender and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments Commitment 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 Borrower so long as such Lender shall be 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 fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee Commitment Fee shall be calculated quarterly monthly in arrears, and if there is any change in the Applicable Rate during any quartercalendar month, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter calendar month that such Applicable Rate was in effect.

Commitment Fee. The Commencing on the Closing Date, the Borrower agrees to shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreementthe Lenders, a non-refundable commitment fee in Dollars at a rate per annum equal to the Applicable Rate with respect to applicable rate based upon the table set forth below (the "Commitment Fee Rate") on the aggregate average daily unused portion of the Revolving Credit Loan commitment feesCommitment; provided, times that the actual daily amount by which of outstanding Swingline Loans shall not be considered usage of the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum purpose of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the 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 Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that calculating 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 Lenderfee. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, calendar quarter during the term of this Agreement commencing with on the first such date during following the Closing Date, and on the Revolving Credit Maturity Date. Such commitment fee shall be distributed by the Administrative Agent to the Lenders pro rata in accordance with the Lenders' respective Revolving Credit Commitment Percentages. The Commitment Fee Rate shall be based upon the table set forth below and shall be determined and adjusted quarterly on each Calculation Date; provided, however, that (i) the initial Commitment Fee Rate shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level III until the first full fiscal quarter to occur Calculation Date occurring after the Closing Date and on thereafter the Maturity Date Pricing Level shall be determined by reference to the Senior Secured Leverage Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (ii) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the Revolving Credit Commitments. The commitment fee most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, the Commitment Fee Rate from such Calculation Date shall be calculated quarterly in arrearsbased on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Senior Secured Leverage Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. Subject to Sections 5.3(a)(i) and if there is any change (ii) in the Applicable Rate during any quarterpreceding sentence, the actual daily amount Commitment Fee Rate shall be computed and multiplied by effective from one Calculation Date until the Applicable next Calculation Date. Senior Secured Pricing Level Leverage Ratio Commitment Fee Rate separately for each period during such quarter that such Applicable Rate was in effect.------------------------------- ----------------------------- ------------------------------------------------------ I Greater than or equal to 0.500% 1.75 to 1.00 ------------------------------- ----------------------------- ------------------------------------------------------ II Greater than or equal to 0.500% 1.25 to 1.0, but less than 1.75 to 1.00 ------------------------------- ----------------------------- ------------------------------------------------------ III Greater than or equal to 0.375% 0.75 to 1.00 but less than 1.25 to 1.00 ------------------------------- ----------------------------- ------------------------------------------------------ IV Less than 0.75 to 1.00 0.375% ------------------------------- ----------------------------- ------------------------------------------------------

Commitment Fee. The Borrower agrees to Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Multicurrency RCF Lender under each Facility o▇▇▇▇ US Dollar RCF Lender in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, Applicable Percentage a commitment fee in Dollars equal to the Applicable Fee Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which (A) in the aggregate case of a Multicurrency RCF Lender, the Multicurrency Revolving Credit Commitment for the applicable Facility exceeds the sum of (Ai) the Outstanding Amount of Revolving Credit Multicurrency RCF Loans for such Facility and (Bii) the Outstanding Amount of Multicurrency RCF L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of and (B) in the Commitments case 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 Borrower so long as such Lender shall be a Defaulting US Dollar RCF Lender, except to the extent that such commitment fee shall otherwise have been due US Dollar Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of US Dollar RCF Loans and payable by (ii) the Borrower prior to such time; and providedOutstanding Amount of US Dollar RCF L/C Obligations, 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 Lenderapplicable. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date last day of the Availability Period for the respective Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. Notwithstanding the foregoing, commitment fees in respect of any Extended Revolving Loan Commitments shall be the rate set forth in the relevant Extension Offer.