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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 Commencing on the Closing Date, subject to Section 5.14(a)(iii)(A) the Borrower agrees to shall pay to the Administrative Agent 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 Revolving Credit Loan commitment fees, Margin times the actual average daily amount by which the aggregate Revolving Credit Commitment for Commitments of the applicable Facility exceeds Revolving Credit Lenders (other than the Defaulting Lenders, if any) exceed the sum of (A) the Outstanding Amount aggregate principal amount of outstanding Revolving Credit Loans for such Facility and (B) the Outstanding Amount aggregate amount of outstanding L/C Obligations for such FacilityObligations; provided 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 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 considered usage 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 Commitment for the purpose of calculating the conditions in Article IV is not met, and Commitment Fee. The Commitment Fee 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 on December 31, 2011 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 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 Revolving Credit Lenders (other than any Defaulting Lender) pro rata in effectaccordance with the Revolving Credit Lenders’ respective Revolving Credit Commitment Percentages.

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 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 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 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 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. 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, 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 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. 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 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 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 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 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 shall pay to the Administrative Paying 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 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 June 30, 2007 and on the Termination Date, at the rate of (i) on the Effective Date, 0.125% 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 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 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. 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 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 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 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 (i) with respect to Revolving Credit Loan the Original Total Commitment Amount, a loan commitment feesfee (“Commitment Fee (Original Signing)”) of one-half of one percent (0.50%) per annum on the uncanceled and undisbursed balance from time to time of the Original Total Commitment Amount, times accruing from March 9, 2025, to and including 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 Final Disbursement Date, and (Bii) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any the First Amendment Increased Commitment Amount, a loan commitment fee (“Commitment Fee (First Amendment)”) and collectively with the Original Commitment Fee, the “Commitment Fee”) of one-half of one percent (0.50%) per annum on the uncancelled and undisbursed amount of the Commitments First Amendment Increased Commitment Amount accruing from June 11, 2026, to the Final Disbursement Date, and in each case, payable on each Commitment Fee Payment Date beginning on, (x) in the case of a Defaulting Lender during the period Original Total Commitment Amount, July 15, 2025 and (y) in the case of the First Amendment Increased Commitment Amount, July 15, 2026 (in each case, in the event that any Disbursement is made within forty-five (45) days prior to a Commitment Fee Payment Date, the time calculation of the uncanceled and undisbursed balance of the Total Commitment Amount in respect of such Lender became a Defaulting Lender and unpaid at payment date shall exclude such time Disbursement, provided, however, that any Commitment Fee due on the next Commitment Fee Payment Date shall not be payable reduced by the Borrower so long as amount equal to one-half of one percent (0.50%) per annum of such Lender shall be a Defaulting LenderDisbursement, except to such amount calculated based on the extent that number of days elapsed from the date of such commitment fee shall otherwise have been due and payable by Disbursement until the Borrower prior to date of the Commitment Fee Payment Date immediately succeeding the date of such timeDisbursement); 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 Commencing on the Closing Date, subject to Section 5.15(a)(iii)(A), the Borrower agrees to shall pay to the Administrative Agent 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 purpose of calculating 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 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, 2014 and ending on the Maturity Date date upon which all Obligations (other than inchoate indemnification obligations and any other obligations which pursuant to the terms of any Loan Document specifically survive repayment of the Loans for which no claim has been made) 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 or other arrangements made therefor satisfactory to the Issuing Bank) 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. (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 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. (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 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 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 Borrowers, jointly and severally, agree to 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 monthly on the first day of each month (or if such day is not a Business Day, on the next succeeding Business Day), commencing on the first Business Day of the first month commencing after the Closing Date, and on the Termination Date, at the rate per annum, on the sum of the daily Unused Revolving Credit Commitment of such Lender under each Facility in accordance with its plus their Pro Rata Share of the daily outstanding Swing Line Advances during such month or other applicable share provided portion thereof, of (i) for under this Agreementan initial period commencing on the Closing Date and ending on February 28, 2007, 0.30%, and (ii) as of any date thereafter, a commitment fee in Dollars rate per annum equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times rate set forth below opposite the actual daily amount by which the aggregate Revolving Credit Commitment Utilization for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility immediately preceding month or portion thereof: Greater than or equal to 50%. 0.250 % Greater than or equal to 25% and (B) the Outstanding Amount of L/C Obligations for such Facility; provided less than 50%. 0.300 % Less than 25%. 0.375 % 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 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 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 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 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 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 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 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 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 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 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 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 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 (the “Commitment Fee”) from the Agreement Effective Date to and including the Maturity Date, calculated at the then current per annum Applicable Commitment Fee Percentage (calculated for actual days elapsed on the basis of a 360 day year) on the daily unborrowed portion of such Lender’s Commitment (which is equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit difference between (a) such Lender’s Commitment for the applicable Facility exceeds the sum of on such day and (Ab) the Outstanding Amount of Revolving Credit then outstanding Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect owed to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender plus the Lender’s Percentage of any outstanding 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 undrawn Facility Letters of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit (“Unused 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 Amount”)) payable quarterly in arrears on the last Business Day day of each Marchcalendar quarter hereafter beginning December 31, June, September 2006 and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and ending on the Maturity Date for the Revolving Credit CommitmentsDate. The commitment fee Applicable Commitment Fee Percentage shall be calculated quarterly equal to 0.15% for any period during which the average daily Unused Facility Amount for all Lenders is less than fifty percent (50%) of the Aggregate Commitment and 0.25% in arrearsall other cases. Notwithstanding the foregoing, and if there is all accrued Commitment Fees shall be payable on the effective date of any change termination of the obligations of the Lenders to make Loans hereunder. The Swingline Commitment shall be treated in the Applicable Rate during any quarter, same fashion as the other Commitments for purposes of calculating the Commitment Fees and only the actual daily amount Swingline Loans outstanding on any day shall be computed and multiplied by included in the Applicable Rate separately for each period during aggregate amount of outstanding Loans owed to the Swingline Lender on such quarter that such Applicable Rate was in effectday.

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 Working Capital Lenders a commitment fee fee, from the date of the Initial Extension of Credit in Dollars equal 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 Applicable case of each other Lender until the Working Capital Facility Termination Date, payable in arrears on the date of the initial Borrowing hereunder, thereafter quarterly on the last Business Day of each March, June, September and December, commencing June 30, 1998, and on the Working Capital Facility Termination Date, at the then applicable Commitment Fee Rate with respect to Revolving Credit Loan commitment feeson the average daily Unused Working Capital Commitment of such Lender; 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 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 in arrears to the Administrative Disbursing 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 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 calendar quarter to occur after the Closing Date and on the Maturity Date, a fee (the "COMMITMENT FEE") calculated at a fluctuating rate per annum, determined based on the Borrower's Leverage Ratio and Interest Coverage Ratio as of the most recent Reset Date from the table set forth in Annex III, on the average unused portion of the Total Commitments at the end of each day during the applicable period; provided, however, that (1) until the occurrence of the first Reset Date, the per annum rate shall be three-eighths of one percent (0.375%) and (2) no Commitment Fee shall be payable for the Revolving Credit Commitmentsaccount of any Defaulting Lender on the Commitment of such Person for the period of time during which it is a Defaulting Lender. The commitment fee per annum rate shall be adjusted or continued, as the case may be, on each Reset Date based on such ratios from such table, and such rate as so adjusted or continued shall remain in effect until the next Reset Date. For purposes of calculating the average unused portion of the Total Commitments to determine the Commitment Fee, the aggregate undrawn amount of all Letters Credit outstanding at the end of a day shall constitute use of the Total Commitments on such day to the extent of such aggregate amount. For purposes of calculating the Leverage Ratio and the Interest Coverage Ratio to determine the Commitment Fee, Consolidated EBITDA 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 effecton a historical combined Rolling Four Quarter Basis.

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 to the Administrative Agent for the account of each Lender, for the period (including any portion thereof when any of its Commitments are suspended by reason of the Borrower’s inability to satisfy any condition of Article V) commencing on the Original Effective Date and continuing through the Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementLoan Commitment Termination Date, a commitment fee in Dollars an amount equal to the Applicable Rate with respect to Commitment Fee Margin, in each case on such Lender’s Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Percentage of 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 average daily unused portion of the Commitments Revolving Loan Commitment Amount (whether or not then available as a result of a Defaulting Lender during the period prior Default) and net of Letter of Credit Outstandings. All commitment fees payable pursuant 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 this Section shall be calculated on a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due year comprised of 360 days 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 Original Effective Date and thereafter on each March, June, September and DecemberQuarterly Payment Date, commencing with the first such date during Quarterly Payment Date following the first full fiscal quarter to occur after the Closing Date Original Effective Date, and on the Maturity Date for Revolving Loan Commitment Termination Date. The making of Swing Line Loans shall constitute usage of the Revolving Credit CommitmentsLoan Commitment with respect to the calculation of commitment fees to be paid by the Borrower to the Lenders. The Notwithstanding the foregoing, the Borrower will not be required to pay a 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 effectto a Defaulting Lender.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each (i) 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 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 fees 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 Paying 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 December 31, 2014 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 With respect to each Subfacility, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility Subfacility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee Commitment Fee then in Dollars equal to effect for the Applicable Rate with respect to applicable Class of Revolving Credit Loan commitment fees, Commitments times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility under such Subfacility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for under such Facility Subfacility and (B) the Outstanding Amount of L/C Obligations for under such FacilitySubfacility; provided that any commitment fee Commitment Fee accrued or payable with respect to any of the Revolving Credit Commitments under such Subfacility 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 subject 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 LenderSection 2.17. The commitment fee on each Revolving Credit Facility Commitment Fees for a Class of commitments shall accrue at all times from the Closing Date until the relevant Maturity Date for of the Revolving Credit Commitmentsapplicable Class of commitments, including at any time during which one or more of the conditions in Article IV is not met, and any such accrued and unpaid fees shall be due and payable quarterly in arrears on the last first Business Day after the end 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 Revolving Credit Commitmentssuch Subfacility. The commitment fee Commitment Fee shall be calculated quarterly in arrears, arrears and if there is any change in the Applicable Rate Commitment Fee during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Commitment Fee separately for each period during such quarter that such Applicable Rate Commitment Fee was in effect. For the avoidance of doubt, Swing Line Loans shall, for purposes of the Commitment Fees only, not be deemed to be a utilization of any Subfacility.

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 multiplied by the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (A) the Outstanding Amount of Total 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 LenderOutstandings. 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 Date; provided that (i) no commitment fee shall accrue on any of the Revolving Credit CommitmentsCommitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii) any commitment fee accrued with respect to the 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 Borrower so long as such Lender shall be a Defaulting Lender. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of computing the commitment fee, Swing Line Loans shall not be counted towards and considered usage of the Aggregate Revolving Credit Commitments.

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 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 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment 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 Fee 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 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 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 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 Revolving Credit Loan commitment fees, times applicable rate based upon the actual table set forth below (the "Commitment Fee Rate") on the average daily unused portion of the Aggregate Commitment; provided that the 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 with regard to any Lender other than the Swingline Lender (as to outstanding Swingling Loans) and payable by the Borrower prior Alternative Currency Lender (as 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 Lenderoutstanding Alternative Currency Loans). 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 Marchcalendar quarter during the term of this Agreement commencing December 31, June2005, September and December, commencing on the Revolving Credit Termination Date. Such commitment fee shall be distributed by the Administrative Agent to the Lenders pro rata in accordance with the first such date during Lenders' respective Commitment Percentages. The Commitment Fee Rate shall be determined and adjusted quarterly on each Calculation Date; provided, however, that (a) the initial Commitment Fee Rate shall be based on Pricing Level IV (as shown below) and shall remain at Pricing Level IV until the first full fiscal quarter to occur Calculation Date occurring after the Closing Date and on thereafter the Maturity Date for the Revolving Credit Commitments. The commitment fee Pricing Level shall be determined by reference to the Leverage Ratio (as calculated quarterly pursuant to the formula set forth in arrearsSection 9.1) as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if there is any change in the Applicable Rate during any quarter, Borrower fails to provide the actual daily amount shall be computed and multiplied Officer's Compliance Certificate as required by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.Section

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 Agreement, a commitment fee in Dollars Commitment Fee at a per annum rate equal to the Applicable Rate with respect on the average daily Available Aggregate Commitment from the date hereof to Revolving Credit Loan commitment fees, times and including 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 LenderMaturity Date. 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 (and thereafter so long as any Loans or L/C Obligations remain outstanding), 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 Date, and on the Maturity Date for the Revolving Credit Commitments(and, if applicable, thereafter on demand). 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 determining the Available Aggregate Commitment, the US Dollar Equivalent of Cdn. Dollar Loans shall be calculated on the basis of the Bank of Canada noon spot rate in effect on the first Business Day of each month. All “Commitment Fees” (as defined in the Existing Credit Agreement) that accrued prior to the Closing Date under the Existing Credit Agreement and have not yet been paid in accordance with the terms thereof, shall continue to accrue at the “Applicable Rate” (as defined in the Existing Credit Agreement) for the period from and including the last date on which such “Commitment Fees” were paid under the Existing Credit Agreement to but excluding the Closing Date, and thereafter shall accrue at the Applicable Rate hereunder and be payable in accordance with the terms hereof.

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 Applicable Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars (the “Commitment Fee”) 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 FacilityObligations; provided 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 Borrowers 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 Borrowers prior to such time; and provided, further, provided further that no commitment fee Commitment Fee shall accrue on any of the -76- Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on Commitment Fees with respect to each Revolving Credit Facility shall accrue at all times from the Original 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 first 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 Original Closing Date Date, and on the Maturity Date for the such Revolving Credit CommitmentsFacility. The commitment fee Commitment Fee shall be calculated quarterly monthly in arrears, and if there is any change in the Applicable Rate during any quartermonth, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter 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 in accordance with its Pro Rata Share or other applicable share provided for under this Agreementof each Tranche of the Revolving Credit Facility, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times Commitment Fee multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments under such Tranche exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans for under such Facility Tranche and (B) the Outstanding Amount of L/C Obligations for under such Facility; Tranche, 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 2.17. 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 metFacility, and shall be due and payable quarterly in arrears on the tenth day following the last Business Day of each March, June, September and Decemberfiscal quarter, commencing with the first such date during of the first full fiscal quarter to occur after end following the Closing Date Date, and on the Maturity Date for the Revolving Credit Commitments. The Facility (provided that, if any Revolving Credit Loans under such Tranche or any L/C Obligations under such Tranche remain outstanding following the Maturity Date for the Revolving Credit Facility or the date on which the aggregate Revolving Credit Commitments under such Tranche shall expire or be terminated, the commitment fee with respect to such Revolving Credit Loans and such L/C Obligations shall continue to accrue for so long as such Revolving Credit Loans and such L/C Obligations remain outstanding and shall be calculated quarterly in arrears, due 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 effectpayable on demand).

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 Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual average daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds an amount equal to the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility and Loans, plus (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 due and payable quarterly in arrears on the last Business Day first calendar day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date during to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility, provided that the commitment fee for the first full fiscal quarter to occur after following the Closing Date and shall be determined based on the Maturity Consolidated Net Leverage Ratio in effect as of the Closing Date, as demonstrated by the Closing Date for the Revolving Credit CommitmentsConsolidated Net Leverage Ratio Certificate. 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 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 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 (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 September 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 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 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 Second Restatement Effective 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 During those portions of the Facility term which are not Rating Pricing Periods, 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 (the "Commitment Fee") from the Agreement Execution Date to and including the Maturity Date, calculated at the rate of 0.20% per annum on the daily unborrowed portion of such Lender's Commitment (which is equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit difference between (a) such Lender's Commitment for the applicable Facility exceeds the sum of on such day and (Ab) the Outstanding Amount of Revolving Credit then outstanding Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect owed to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender plus the Lender's Percentage of any outstanding 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 undrawn Facility Letters 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 Credit) payable quarterly in arrears on the last Business Day day of each Marchcalendar quarter hereafter beginning December 31, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date 1996 and on the Maturity Date for Date; provided, however, that the Revolving Credit Commitments. The commitment fee Commitment Fee shall be calculated quarterly in arrears, at the reduced rate of 0.125% per annum on the daily unborrowed portion of such Lender's Commitment for any day on which the principal balance of all outstanding and if there unpaid Loans under the Facility (including Swingline Loans and Competitive Bid Loans) plus all outstanding and undrawn Facility Letters of Credit is any change in greater than 50% of the Applicable Rate during any quarter, Aggregate Commitment. Amounts outstanding under the actual daily amount Swingline Loans shall be computed and multiplied by considered part of the Applicable Rate separately available unborrowed portion of the Facility for each period during such quarter that such Applicable Rate was in effectpurposes of computing the Commitment Fee. Notwithstanding the foregoing, all accrued Commitment Fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility a commitment fee, which shall accrue at the Applicable Percentage (on an annualized basis but determined daily in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to Schedule I) on 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 unused Revolving Commitment of a Defaulting such Lender during the period prior to the time Availability Period; provided, that if such Lender became a Defaulting Lender and unpaid at such time shall not be payable by continues to have any Revolving Credit Exposure after the Borrower so long as such Lender shall be a Defaulting LenderCommitment Termination Date, except to then the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior continue to such time; and provided, further, that no commitment fee shall accrue on any the amount of such Lender's unused Revolving Commitment from and after the Commitments Commitment Termination Date to the date that all of a Defaulting Lender so long as such Lender Lender's Revolving Credit Exposure has been paid in full. Accrued commitment fees 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 of each year and on the Commitment Termination Date, commencing with on the first such date during the first full fiscal quarter to occur after the Closing Date and Date; provided further, that any commitment fees accruing after the Commitment Termination Date, commencing on the Maturity first such date after the Closing Date; provided further, that any commitment fees accruing after the Commitment Termination Date for shall be payable on demand. For purposes of computing commitment fees with respect to the Revolving Credit Commitments, the Revolving Commitment of each Lender shall be deemed used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender, however Swingline Loans shall not be deemed usage of Revolving Commitments. The commitment fee Commitment Fee shall initially 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 effectat Level III.

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 Original 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 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 A&R 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 A&R 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 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 (A) the Outstanding Amount of Revolving Credit Loans for such Facility and Swing Line Loans plus (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 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 and after 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 September, December and December, March 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 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 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 monthly on the first day of each month (or if such day is not a Business Day, on the next succeeding Business Day), commencing on the first Business Day of the first month commencing after the Effective Date, and on the Termination Date in respect of the applicable Facility, at the rate of 1/2 of 1% per annum on the sum of the daily Unused Revolving Credit Commitment of such Lender under each Facility in accordance with plus its Pro Rata Share or other applicable share provided for under this Agreementof the daily outstanding Swing Line Advances during such month; 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 Commencing on the Original Closing Date, subject to Section 5.14(a)(iii)(A) the Parent Borrower agrees to shall pay to the Administrative Agent 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 Revolving Credit Loan commitment fees, Margin times the actual average daily amount by which the aggregate Revolving Credit Commitment for Commitments of the applicable Facility exceeds Revolving Credit Lenders (other than the Defaulting Lenders, if any) exceed the sum of (A) the Outstanding Amount aggregate principal amount of outstanding Revolving Credit Loans for such Facility and (B) the Outstanding Amount aggregate amount of outstanding L/C Obligations for such FacilityObligations; 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 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 considered usage 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 Commitment for the purpose of calculating the conditions in Article IV is not met, and Commitment Fee. The Commitment Fee 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 on June 30, 2019 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 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 Revolving Credit Lenders (other than any Defaulting Lender) pro rata in effectaccordance with the Revolving Credit Lenders’ respective Revolving Credit Commitment Percentages.

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 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 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 Marchcalendar quarter during the term of this Agreement commencing March 31, June2004, September and December, commencing 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 first such date during Lenders' respective Revolving Credit Commitment Percentages. The Commitment Fee Rate shall be determined and adjusted quarterly on each Calculation Date; provided, however, that (a) the initial Commitment Fee Rate shall be based on Pricing Level II (as shown below) and shall remain at Pricing Level II 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 Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) 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, and if there is any change at which time 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 Borrower preceding such Calculation Date. Except as provided 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. 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 1.75 to 1.00 0.500% ------------------------------------------------------------------------------- II Greater than or equal to 1.00 to 1.00 but less than 1.75 to 1.00 0.375% ------------------------------------------------------------------------------- III Less than 1.00 to 1.00 0.375% -------------------------------------------------------------------------------

Commitment Fee. The Revolving Credit 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 fee, from the Effective Date in Dollars equal 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 Applicable Rate with respect to Revolving Credit Loan commitment feescase of each other Lender until the Termination Date, times payable in arrears quarterly on the actual last Business Day of each March, June, September and December, commencing June 30, 2007, and on the Termination Date at the rate of 1/2 of 1% per annum on the average daily amount by which the aggregate unused portion of each Appropriate Lender’s average daily Unused 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 Lender during such Facilityquarter; 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 Revolving Credit 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 Revolving Credit 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 Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, of 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 (i) an amount equal to (A) the Outstanding Amount of Revolving Credit Loans for such Facility minus (B) without duplication, the Outstanding Amount of 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 (i) 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 last Business Day of September, 2007, 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 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. 18 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. 18 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 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 (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 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 March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Amendment and Restatement 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 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. CHAR1\1970297v6 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.