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, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (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 Facility, 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 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 ShareShare 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, 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 the avoidance of doubt, any Swing Line Loans) such Facility and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 (y) 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 FacilityCommitments, 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 FacilityCommitments. 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, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment for such 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) such Facility and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Parent Borrower prior to such time and (y) time; 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 FacilityDate, 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, and on the Maturity Date for the Revolving Credit such 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 Borrowers agree to pay to the Administrative Agent for the account of each any Revolving Credit Lender under each Facility Class of Revolving Credit Commitments in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the product of the Applicable Rate with respect to commitment unused Revolving Credit Commitment fees times for such Class and the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Class of Revolving Credit Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance such Class of doubt, any Swing Line Loans) Revolving Credit Commitments and (B) the Outstanding Amount of L/C ObligationsObligations for such Class of Revolving Credit Commitments; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time and (y) time; provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Class of Revolving Credit Commitments (unless otherwise specified in the relevant Additional Facility Joinder Agreement, Extension Amendment or Refinancing Amendment) shall accrue at all times starting from the Closing Date until the Maturity Date for first day of the Revolving Credit FacilityAvailability Period for such Class until the earlier of (x) the last day of the Revolving Credit Availability Period for such Class of Revolving Credit Commitments, and (y) the date of the termination of the Revolving Credit Commitments of such Class, 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 of March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, first day of the Revolving Credit Availability Period for such Class of Revolving Credit Commitments and (ii) on the earlier of (x) the Maturity Date for such Class of Revolving Credit Commitments and (y) the date of the termination of the Revolving Credit FacilityCommitments of such Class. 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 ShareApplicable Percentage of the Aggregate WC Commitment, a commitment fee equal to the Applicable WC Rate with respect to 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 exceeds the sum of (A) as in effect on such date minus the Outstanding Amount of Revolving Credit L/C Obligations exceeds the Total WC Outstandings for WC Loans during such calendar month (which shall excludeand, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 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 (y) 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 FacilityAvailability 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, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectDate.

Commitment Fee. The Borrower agrees Borrowers agree to pay pay, on a joint and several basis, to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided 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 Borrowers 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 Borrowers prior to such time time; and (y) provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, 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 Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee.

Commitment Fee. The U.S. Borrowers and the Dutch Borrower agrees jointly and severally agree to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to the Revolving Credit Loan commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment under such 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) under such Facility and (B) in the case of the Tranche A Revolving Credit Facility only, the Outstanding Amount of L/C Obligations; 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 any 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 a Borrower prior to such time time; and (y) 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 Facility, 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 each Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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, a commitment fee equal to the Applicable Rate with respect to commitment fees then in effect for the applicable Class of Revolving Credit Commitments times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments for such Facility exceed the sum of (Ax) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) under such Facility and (By) the Outstanding Amount of L/C ObligationsObligations for such Facility; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 FacilityDate, 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 such 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 Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata ShareApplicable Percentage, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Rate with respect to commitment fees times (ii) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate 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 last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period; provided provided, that (xA) 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) subject to Section 2.15, 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 (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 Facility, 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 Facility. 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 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 ShareShare 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, 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 excludefor such Facility, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 (y) 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 FacilityCommitments, 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 DateSeptember 30, 2017 and on the Maturity Date for the Revolving Credit FacilityCommitments. 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 Borrowers agree 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 ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Rate Margin with respect to Revolving Credit Loan commitment fees for such Class times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Class of Revolving Credit Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance such Class of doubt, any Swing Line Loans) Revolving Credit Commitments and (B) the Outstanding Amount of L/C ObligationsObligations for such Class of Revolving Credit Commitments; 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 Borrowers 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 Borrowers prior to such time time; and (y) 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 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 FacilityCommitments, 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, and on the Maturity Date for the such Class of Revolving Credit FacilityCommitments. 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 pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, 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 Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee.

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, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 applicable Maturity Date for the Original Maturity Revolving Credit FacilityFacility and from the Restatement Date until the applicable Maturity Date for the Extended Maturity Revolving Credit Facility , 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 applicable Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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 ShareShare 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, 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, and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 (y) 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 FacilityCommitments, 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 DateMarch 17, 2015 and on the Maturity Date for the Revolving Credit FacilityCommitments. 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 ShareApplicable Percentage, a commitment fee equal to the Applicable applicable Commitment Fee Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Aa) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (Bb) the Outstanding Amount of L/C Obligations; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 (or date of initial effectiveness, as applicable) (and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Closing Date Revolving Facility shall accrue from the Closing Date) until the Maturity Date for the applicable Revolving Credit FacilityCommitment, 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 Datelast Business Day of June 30, 2017, and on the Maturity Date for the such Revolving Credit Facility. 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 ShareApplicable Percentage, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Aggregate Commitments exceed the sum of (Ai) the Outstanding Amount of Revolving Credit Committed Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (Bii) the Outstanding Amount of L/C Obligations; , provided that (x) that, any commitment fee accrued with respect to any of the Commitments Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 FacilityAvailability 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 on the Maturity Date for last day of the Revolving Credit FacilityAvailability 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 Borrowers agree 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 ShareShare 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, 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 excludefor such Facility, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 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 time; and (y) 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 FacilityCommitments, 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 on the first such date during last Business Day of the first full fiscal quarter to occur ending after the Closing Date, and on the Maturity Date for the Revolving Credit FacilityCommitments. 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 ShareRevolving Commitment Percentage, a commitment fee (the “Commitment Fee”) equal to the product of (x) the Applicable Rate with respect to commitment fees Margin times (y) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment Commitments exceeds the sum Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of (A) the Outstanding Amount conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C ObligationsCommitment Termination Date; provided that (x1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) 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 (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 Facility, 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 Facility. 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. For purposes hereof, Swingline Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower agrees to pay to the Administrative Priority Revolving Agent for the account of each Revolving Credit Lender under each Revolving Facility in accordance with its Pro Rata ShareApplicable Percentage, a commitment fee equal to the Applicable applicable Commitment Fee Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Aa) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, excluding any Swing Line Loans) and (Bb) the Outstanding Amount of L/C Obligations; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 (or date of initial effectiveness, as applicable) (and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Closing Date Revolving Facility shall accrue from the Closing Date) until the Maturity Date for the applicable Revolving Credit FacilityCommitment, 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 DateDecember 31, 2019, and on the Maturity Date for the such Revolving Credit Facility. 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 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, a commitment fee equal to the Applicable Rate with respect to the Revolving Credit Loan commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment under such 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) under such Facility and (B) in the case of the Tranche A Revolving Credit Facility only, the Outstanding Amount of L/C Obligations; 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 any 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 a Borrower prior to such time time; and (y) 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 Facility, 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 each Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each (i) Dollar Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Dollar Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Dollar Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of Dollar L/C Obligations; provided that (x) any commitment fee accrued with respect to any of the Dollar 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) provided further that no commitment fee shall accrue on any of the Dollar Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii) Alternative Currency Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Alternative Currency Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Alternative Currency Revolving Credit Loans and (B) the Outstanding Amount of Alternative Currency L/C Obligations; provided that any commitment fee accrued with respect to any of the Alternative Currency 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 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 Alternative Currency 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 FacilityFacilities, 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, and on the Maturity Date for the Revolving Credit FacilityFacilities. 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, a commitment fee equal to the Applicable Rate with respect to commitment fees then in effect for the applicable Class or Classes of such Revolving Credit Lender’s Revolving Credit Commitments 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 the avoidance of doubt, any Swing Line Loans) such Facility and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Restatement Effective Date until the applicable Maturity Date for the Original Maturity Revolving Credit FacilityFacility and the Extended Maturity Revolving Credit Facility as the case may be, 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, and on the Maturity Date for the applicable Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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 ShareApplicable Revolving Credit Percentage, a commitment fee equal to (the Applicable Rate with respect to commitment fees times “Commitment Fee”) on the actual daily amount by which the aggregate Initial Revolving Credit Commitment Facility exceeds the sum of (A) Total Outstandings under the Outstanding Amount of Initial Revolving Credit Loans (which shall excludeFacility, for at a rate equal to the avoidance of doubtCommitment Fee Percentage; provided, however, that any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) 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 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 time, and (y) 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 FacilityAvailability 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 Effective Date, and on the Maturity Date last day of the Availability Period for the Revolving Credit Facility. 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 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 ShareApplicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Rate with respect to commitment fees times (ii) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Ay) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (Bz) the Outstanding Amount of L/C Obligations; , subject to adjustment as provided that (x) 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 Swing Line Loans and the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Outstanding Amount of Dutch 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 (y) no commitment fee shall accrue on any counted towards or considered usage of the Aggregate Revolving Commitments for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the Commitment Fee. The commitment fee on each Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit FacilityAvailability 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, and on the Maturity Date for Date; provided, that (A) no Commitment Fee shall accrue on the Revolving Credit FacilityCommitment 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 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 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.

Commitment Fee. The Each of the U.S. Borrower and the Canadian Borrower, as applicable, agrees to pay to the U.S. Administrative Agent with respect to the U.S. Facility and the Canadian Administrative Agent with respect to the Canadian Facility, for the account of each Revolving Credit Loan Lender under each such Facility, for the period (including any portion thereof when such Lenders' Revolving Loan Commitment under such Facility in accordance with its Pro Rata Shareis suspended by reason of such Borrower's inability to satisfy any condition of Section 5.2) commencing on the Amendment Effective Date and continuing through the applicable Revolving Loan Commitment Termination Date, a commitment fee in an amount equal to the Applicable Rate Commitment Fee, in each case on such Lender's Revolving Loan Percentage under such Facility of the sum of the average daily unused portion of the applicable Revolving Loan Commitment Amount (net of Letter of Credit Outstandings); provided, however, that the acceptance of Canadian BAs shall constitute usage of the Canadian Revolving Loan Commitment with respect to the calculation of such commitment fee. All commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which payable pursuant to this Section 3.3.1 shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 applicable 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 (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 Facility, 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 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, Amendment Effective Date and on the Maturity Date applicable Revolving Loan Commitment Termination Date. Payments by the applicable Borrower to the applicable Swing Line Lender in respect of accrued interest on any U.S. Swing Line Loan or Canadian Swing Line Loan shall be net of the commitment fee payable in respect of such Swing Line Lender's applicable Revolving Loan Commitment (or, in the case such Revolving Loan Commitment exceeds the aggregate principal amount of such Swing Line Loans, the portion of such Revolving Loan Commitment equal to such aggregate principal amount) for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during which such quarter that such Applicable Rate was in effectSwing Line Loans were outstanding.

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, a commitment fee equal to the Applicable Commitment Fee Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C ObligationsAvailability; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) time; 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 FacilityMaturity 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, and on the Revolving Credit Maturity Date for (or, if earlier, upon the Revolving Credit Facilitytermination of the Aggregate Commitments). The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The With respect to each Revolving Credit Facility, the Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each for such Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment for such 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) such Facility and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) time; 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 FacilityDate, 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 such 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 ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Rate with respect to commitment fees for such Facility times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for such 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) and such Facility plus (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) time; provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, 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 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, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, excluding any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 Facility, 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 Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata ShareApplicable Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to for commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Aggregate Commitments exceed the sum of (Ai) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (Bii) the Outstanding Amount of L/C Obligations; , subject to adjustment as provided in Section 2.19, 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 Swing Line Loans shall not be payable by considered outstanding for purposes of determining the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) no commitment fee shall accrue on any unused portion of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderAggregate Commitments. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit FacilityAvailability 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 on the Maturity Date for last day of the Revolving Credit FacilityAvailability Period, provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Company prior to such time, and provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Each Borrower severally, and not jointly, and solely with respect to the Subcommitments allocated to it, agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility a commitment fee, which shall accrue for the period beginning on the Effective Date to but excluding the earlier of the date such Subcommitment terminates (including in connection with a reallocation in accordance with its Pro Rata ShareSection 2.07(g) or (h)) and the Commitment Termination Date, at a commitment fee rate equal to (w) from the Applicable Rate Effective Date until the first Quarterly Date thereafter, 0.375% per annum on the daily unused amount of the Dollar Subcommitment and Multicurrency Subcommitment, as applicable, of such Lender with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall excludesuch Borrower, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) any commitment fee accrued on and after the first Quarterly Date described in clause (w), (i) 0.50% per annum on the daily unused amount of the Dollar Subcommitment and Multicurrency Subcommitment, as applicable, of such Lender with respect to any such Borrower if such Lender’s average daily Revolving Credit Exposure with respect to such Borrower for the immediately preceding quarter (or the period from the Effective Date until the first Quarterly Date thereafter, as applicable) is less than one-third (33 1/3%) of such Lender’s Dollar Subcommitment and Multicurrency Subcommitment, as applicable, with respect to such Borrower and (ii) 0.375% per annum on the daily unused amount of the Commitments Dollar Subcommitment or Multicurrency Subcommitment, as applicable, of a Defaulting such Lender during with respect to such Borrower if such Lender’s average daily Revolving Credit Exposure with respect to such Borrower for the immediately preceding quarter (or the period prior from the Effective Date until the first Quarterly Date thereafter, as applicable) is greater than or equal to the time one-third (33 1/3%) of such Lender became a Defaulting Lender and unpaid at Lender’s Dollar Subcommitment or Multicurrency Subcommitment, as applicable, with respect to such time Borrower. Accrued commitment fees shall not be payable by the a 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 (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 Facility, 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 each Quarterly Date and on the earlier of each March, June, September the date the Subcommitments of the respective Class with respect to such Borrower terminate (including in connection with a reallocation in accordance with Section 2.07(g) or (h)) and Decemberthe Commitment Termination Date, commencing with on the first such date during the first full fiscal quarter to occur after the Closing Effective Date, and on the Maturity Date for the Revolving Credit Facility. The All 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 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 actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, the Subcommitment of any Class of a Lender with respect to a Borrower shall be deemed to be used to the extent of the outstanding Loans of such quarter that Class of such Applicable Rate was in effectLender made to such Borrower and LC Exposure of such Class of such Lender with respect to such Borrower.

Commitment Fee. The Parent 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 ShareApplicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) at a rate per annum equal to the product of (x) the Applicable Rate with respect to commitment fees times (y) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (A1) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B2) the Outstanding Amount of L/C Obligations; , subject to adjustment as provided that (x) 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 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 (y) no commitment fee shall accrue on any counted towards or considered usage of the Aggregate Revolving Commitments for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the Commitment Fee. The commitment fee on each Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until the Maturity Date for Availability Period applicable to the Revolving Credit FacilityCommitments, 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, and on the Maturity Date for Date; provided, that (A) no Commitment Fee shall accrue on the Revolving Credit Facility. The commitment fee Commitment of a Defaulting Lender so long as such Lender shall be calculated quarterly in arrears, a Defaulting Lender and if there is (B) any change in Commitment Fee accrued with respect to the Applicable Rate Revolving Commitment of a Defaulting Lender during any quarter, the actual daily amount 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 computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effecta Defaulting Lender.

Commitment Fee. The Accruing from the date hereof until the Expiration Date, the Borrower agrees 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 ShareLender, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate as consideration for such Lender's Revolving Credit Commitment exceeds hereunder, a nonrefundable commitment fee (the sum "Commitment Fee"), calculated on a per annum (365 or 366 days, as appropriate, and actual days elapsed) basis at the Applicable Commitment Fee Rate from time to time on the average daily difference between the amount of (Aa) such Lender's Revolving Credit Commitment as the same may be constituted from time to time and (b) the Outstanding Amount principal amount of such Lender's Ratable Share of Revolving Credit Loans (which shall excludeFacility Usage, in each case, as determined for the avoidance of doubtimmediately preceding fiscal quarter (or shorter period commencing with the Closing Date or ending with the Expiration Date); provided, however, that any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) any commitment fee 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 is a Defaulting Lender except to the extent that such commitment fee Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) provided further that no commitment fee Commitment Fee shall accrue on any of the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be is 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 Facility, including at any time during which one or more of the conditions in Article IV is not met, and All Commitment Fees shall be due and payable quarterly in arrears on the last Business Day first day of each MarchJanuary, JuneApril, September July and DecemberOctober for the immediately preceding quarter, commencing with the first such date during of each reduction of the first full fiscal quarter to occur after the Closing DateRevolving Credit Commitments, and on the Maturity Expiration Date for or upon acceleration of the Notes. For purposes of this computation, PNC Bank's outstanding Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectCommitment.

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, a commitment fee (“Commitment Fee”) equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (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 Facility, 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 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 Lender that has a Revolving Credit Lender under Loan Commitment, for each Facility in accordance with its Pro Rata Shareday during the period (including any portion thereof when any of the Lenders' Revolving Loan Commitments are suspended by reason of the Borrower's inability to satisfy any condition of Article V) commencing on the Closing Date and continuing to but excluding the Revolving Loan Commitment Termination Date, a commitment fee on such Lender's Percentage of the unused portion, whether or not then available, of the Revolving Loan Commitment Amount (net of Letter of Credit Outstandings) for such day at a rate per annum equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, Fee for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) any such day. Such 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 (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 Facility, 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 DecemberQuarterly Payment Date, commencing with the first such date during the first full fiscal quarter to occur after day following the Closing Date, and on the Maturity Date for Revolving Loan Commitment Termination Date. The making of Swing Line Loans shall not constitute usage of the Revolving Credit FacilityLoan Commitment with respect to the calculation of commitment fees to be paid by the Borrower to the Lenders. The Any term or provision hereof to the contrary notwithstanding, commitment fees payable for any period prior to the Closing Date shall be payable in accordance with the Fee Letter. Payments by the Borrower to the Swing Line Lender in respect of accrued interest on Swing Line Loans shall be net of the commitment fee shall be calculated quarterly payable in arrears, and if there is any change in respect of 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 effectSwing Line Lender's Revolving Loan Commitment.

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, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (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 FacilityFacility 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, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. (i) The Borrower agrees to pay to the Administrative Agent for the account of each Tranche A Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal (the “Tranche A Commitment Fee”), in Dollars, for the period from and including the Closing Date to the Applicable Rate last day of the Revolving Commitment Period with respect to commitment fees times the Tranche A Revolving Facility (or, if earlier, the termination of all Tranche A Revolving Commitments), computed at the Commitment Fee Rate on the actual daily amount by of the Available Revolving Commitment (but solely with respect to such Tranche A Revolving Lender’s Tranche A Revolving Commitment and Tranche A Revolving Extensions of Credit) (provided, that, for purposes of this calculation, the Swingline Exposure shall not constitute a Tranche A Revolving Extension of Credit) of such Tranche A Revolving Lender during the period for which payment is made, payable quarterly in arrears on the aggregate Revolving Credit Commitment exceeds the sum later of (Ax) each Fee Payment Date and (y) the Outstanding Amount date that is two Business Days after the Borrower’s receipt from the Administrative Agent of Revolving Credit Loans (which shall excludedocumentation supporting the calculation of such commitment fee; provided, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (xA) any commitment fee accrued with respect to any of the Tranche A 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (yB) no commitment fee shall accrue on any of the Tranche A Revolving 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 Facility, 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 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, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 Facility, 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, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The With respect to each Class of Revolving Credit Commitments, the Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility such Class of Revolving Credit Commitments then in effect in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times then in effect for such Class of Revolving Credit Commitments, multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for such Class exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall excludeexcluding, for the avoidance of doubt, any Swing Line Loans) under such Class and (B) the Outstanding Amount of L/C ObligationsObligations for such Class (but not, for the avoidance of doubt, the Outstanding Amount of Swing Line Loans); provided that (x) 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 time; and (y) 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 any Revolving Credit Facility shall accrue at all times from the Closing Date (or from the date on which the applicable Revolving Credit Commitments come into effect in accordance with the terms hereof) until the Maturity Date for the such Revolving Credit Facility, 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 Datelast Business Day of December 2021, and on the Maturity Date for the applicable Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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 ShareRevolving Commitment Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Rate with respect to commitment fees times Margin of the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment Commitments exceeds the sum Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of (A) the Outstanding Amount conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C ObligationsCommitment Termination Date; provided that (x1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) 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 (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 Facility, 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 Facility. 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. For purposes hereof, Swingline Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitments.

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 ShareLenders, a non-refundable commitment fee (the “Commitment Fee”) at a rate per annum equal to the Applicable Rate with respect to commitment fees Margin times the actual average daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments of the 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 (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount aggregate amount of outstanding L/C Obligations; provided provided, that (x) 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 (y) 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 Facility, 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 Dateterm 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 FacilityFacility 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 Borrower agrees Borrowers agree to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Rate as set forth in the definition thereof with respect to commitment fees for such Facility times the actual average daily amount by which the aggregate Revolving Credit Commitment for such 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) and (B) the Outstanding Amount of L/C Obligationssuch Facility; 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 Borrowers 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 Borrowers prior to such time and (y) time; provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, 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 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 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 U.S. Borrowers and the Dutch Borrower agrees jointly and severally agree to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee 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 under such 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) under such Facility and (B) in the case of the Tranche A Revolving Credit Facility only, the Outstanding Amount of L/C Obligations; 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 any 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 a Borrower prior to such time time; and (y) 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 applicable Revolving Credit Facility, 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 each Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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 ShareShare 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, 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 the avoidance of doubt, any Swing Line Loans) such Facility and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 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 time; and (y) 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 FacilityCommitments, 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, Amendment No. 1 Effective Date and on the Maturity Date for the Revolving Credit FacilityCommitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The With respect to each Revolving Credit Facility, the Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each for such Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees then in effect for the applicable Class or Classes of such Revolving Credit Lender’s Revolving Credit Commitments times the actual daily amount by which the aggregate Revolving Credit Commitment for such 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) such Facility and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) time; 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 such Facility, 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 such 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 Class of the Revolving Facility in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable applicable Commitment Fee Rate with respect to commitment fees such Class of the Revolving Facility times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Class of the Revolving Facility exceeds the sum of (Aa) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, excluding any Swing Line Loans) for such Class of the Revolving Facility and (Bb) the Outstanding Amount of L/C ObligationsObligations for such Revolving Facility; provided that (x) any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender under such Class of the 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) provided further that no commitment fee shall accrue on any of the Commitments under any Class of the Revolving Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Class of the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the applicable Class of the Revolving Credit Facility, 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 Datelast Business Day of September, 2015, and on the Maturity Date for such Class of the Revolving Credit Facility. 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 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 ShareShare 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, 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 the avoidance of doubt, any Swing Line Loans) such Facility and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 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 time; and (y) 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 FacilityCommitments, 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 FacilityCommitments. 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 Working Capital RC Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Working Capital RC Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Working Capital RC Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) any commitment fee accrued with respect to any of the Working Capital RC 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 time; and (y) provided, further, that no commitment fee shall accrue on any of the Working Capital RC 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 Working Capital RC Facility, 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 Working Capital RC 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 Class of Revolving Credit Commitments in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Rate with respect to Revolving Credit Commitments commitment fees for such Class times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Class of Revolving Credit Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance such Class of doubt, any Swing Line Loans) Revolving Credit Commitments and (B) the Outstanding Amount of L/C ObligationsObligations for such Class of Revolving Credit Commitments; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 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 FacilityCommitments, 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, and on the Maturity Date for the such Class of Revolving Credit FacilityCommitments. 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 ShareApplicable Percentage, a commitment fee equal to the product of (i) the Applicable Rate with respect to commitment fees times (ii) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Ay) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (Bz) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period; provided provided, that (xA) no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any commitment fee accrued with respect to any of the Commitments Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (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 Facility, 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 Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower agrees to Company shall pay to the Administrative Agent (x) for the account of each Multicurrency Revolving Credit Lender under each Facility in accordance with its Pro Rata ShareApplicable Revolving Credit Percentage, a commitment fee (the “Multicurrency Commitment Fee”) in Dollars calculated on a daily basis equal to the Applicable Rate with respect to commitment fees as of such day times the actual daily amount by which the aggregate Aggregate Multicurrency Revolving Commitments exceed the sum as of such day of Exhibit A the Outstanding Amount of Multicurrency Revolving Credit Loans and Exhibit B the Outstanding Amount of L/C Obligations with respect to Multicurrency Letters of Credit, subject to adjustment as provided in Section 2.18 and (y) for the account of each USD Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee (the “USD Commitment exceeds Fee”, and together with the Multicurrency Commitment Fee, the “Commitment Fee”) in Dollars calculated on a daily basis equal to the Applicable Rate as of such day times the actual daily amount by which the Aggregate USD Revolving Commitments exceed the sum as of such day of (Ai) the Outstanding Amount of USD Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (Bii) the Outstanding Amount of L/C Obligations; provided that (x) any commitment fee accrued Obligations with respect to any USD Letters of Credit, subject to adjustment as provided in Section 2.18. 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 (y) no commitment fee shall accrue on any counted towards or considered usage of the Aggregate Revolving Commitments for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the Commitment Fee. The commitment fee on each Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until Availability Period with respect to the Maturity Date for the Revolving Credit applicable Facility, 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 fifth 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 Restatement Date, and on the Maturity Date for last day of the Revolving Credit Facilityapplicable Availability Period. The commitment fee Commitment Fee shall be calculated quarterly in arrearsarrears on the last day of such quarter, 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 ShareShare , a commitment fee (“Commitment Fee”) equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment of a Class exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans of such Class (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C ObligationsObligations of such Class; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (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 applicable Revolving Credit Facility, 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 applicable Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees Borrowers agree 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 ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the product of the Applicable Rate with respect to commitment unused Revolving Credit Commitment fees times for such Class and the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Class of Revolving Credit Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance such Class of doubt, any Swing Line Loans) Revolving Credit Commitments and (B) the Outstanding Amount of L/C ObligationsObligations for such Class of Revolving Credit Commitments; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time and (y) time; 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 Class of Revolving Credit Commitments (unless otherwise specified in the relevant Additional Facility Joinder Agreement, Extension Amendment or Refinancing Amendment) shall accrue at all times starting from the Closing Date until the Maturity Date for first day of the Revolving Credit FacilityAvailability Period for such Class, until the earlier of (x) the last day of the Revolving Credit Availability Period for such Class of Revolving Credit Commitments and (y) the date of the termination of the Revolving Credit Commitments of such Class, 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 of March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Datefirst day of the Revolving Credit Availability Period for such Class of Revolving Credit Commitments, and (ii) on the earlier of (x) the Maturity Date for such Class of Revolving Credit Commitments and (y) the date of the termination of the Revolving Credit FacilityCommitments of such Class. 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, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment for such 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) such Facility and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time and (y) time; 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 FacilityDate, 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, and on the Maturity Date for the Revolving Credit such 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 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 ShareShare 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, 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 excludefor such Facility, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 (y) 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 FacilityCommitments, 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 DateSeptember 30, 2017 and on the Maturity Date for the Revolving Credit FacilityCommitments. 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. Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

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 ShareApplicable Percentage, a commitment fee equal to the product of (i) the Applicable Rate with respect to commitment fees times (ii) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Ay) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (Bz) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period; provided provided, that (xA) 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 (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 Facility, 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 Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving 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, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 Facility, 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 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 ShareShare or other applicable share provided for under this Agreement, a commitment fee 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 (which shall exclude, for the avoidance of doubt, any Swing Line Loans) for such Facility and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 Facility, 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 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 Payment Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee 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 commitment fees 0.50% per annum times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (A) the Outstanding Amount Amounts of the Revolving Credit Loans (which shall exclude, for and the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 FacilityAvailability 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, and on the Maturity Date for the Revolving Credit FacilityTermination Date. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Administrative Borrower agrees to shall pay to the Administrative Agent for the account of each (i) Global Revolving Credit Lender under each Facility in accordance with its Pro Rata ShareApplicable Global Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment Facility comprised of Global Revolving Credit Commitments exceeds the sum of (Ax) the Dollar Equivalent of the Outstanding Amount of Global Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (By) the Dollar Equivalent of the Outstanding Amount of L/C Obligations; Obligations (including Obligations under Lender Issued Guarantees), subject to adjustment as provided that in Section 2.19, and (xii) any Domestic Revolving Credit Lender in accordance with its Applicable Domestic Revolving Credit Percentage, a commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior in Dollars equal to the time such Lender became a Defaulting Lender and unpaid at such time Applicable Rate times the actual daily amount by which the Revolving Credit Facility comprised of Domestic Revolving Credit Commitments exceeds the Outstanding Amount of Domestic Revolving Credit Loans. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) no commitment fee shall accrue on any counted towards or considered usage of the Aggregate Commitments for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the commitment fee. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit FacilityAvailability 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 on the Maturity Date for last day of the Revolving Credit FacilityAvailability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata ShareRevolving Commitment Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Rate with respect to commitment fees times Margin of the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment Commitments exceeds the sum of (A) the Outstanding Amount of Total Revolving Credit Loans (which shall excludeOutstandings, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; subject to adjustments as 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderin Section 2.16. The commitment fee on each Revolving Credit Facility Commitment Fee shall accrue at all times from the Closing Date until the Maturity Date for during the Revolving Credit FacilityCommitment Period, including at any time during which one or more of the conditions in Article IV Section 5 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 Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Credit FacilityCommitment of a Defaulting Lender, so long as such Lender shall be a Defaulting Lender, and (2) any Commitment Fee accrued with respect to the Revolving 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. 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. For purposes hereof, Swingline Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Term Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times Commitment Fee on the actual daily amount by which the aggregate Revolving Credit Term Commitment exceeds the sum of (A) the aggregate Outstanding Amount of Revolving Credit Term Loans (which shall exclude, for and the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding aggregate Available Amount of L/C ObligationsBanker’s Guarantees; provided that (x) any commitment fee Commitment Fee accrued with respect to any of the Term 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 Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) provided further that no commitment fee Commitment Fee shall accrue on any of the Term Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility Commitment Fees shall accrue at all times from the Closing Signing Date until the Maturity Date for the Revolving Credit Facility, 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 Signing Date, and on the Maturity Date for the Revolving Credit Facility. 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, 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, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment for such 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) such Facility and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time and (y) time; 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 FacilityDate, 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, and on the Maturity Date for the Revolving Credit such 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 ShareShare or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Commitment Fee Rate with respect to commitment fees Revolving Credit Loans, 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 excludefor such Facility, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 (y) 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 FacilityCommitments, 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 DateSeptember 30, 2021 and on the Maturity Date for the Revolving Credit FacilityCommitments. 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 ShareShare 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, 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 the avoidance of doubt, any Swing Line Loans) such Facility and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 (y) 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 FacilityCommitments, 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, Date and on the Maturity Date for the Revolving Credit FacilityCommitments. 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 Borrowers agree 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 ShareShare or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Commitment Fee Rate with respect to commitment fees Revolving Credit Loan, 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 excludefor such Facility, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 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 time; and (y) 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 FacilityCommitments, 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 DateMarch 31, 2020 and on the Maturity Date for the Revolving Credit FacilityCommitments. 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 ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Commitment Fee Rate with respect to 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 (which shall exclude, for the avoidance of doubt, any Swing Line Loans) such Facility and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 Facility, 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 Facility. 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 (a) for the account of each Lender that has a Revolving Credit Lender under each Facility in accordance with its Pro Rata ShareA-1 Loan Commitment, for the period (including any portion thereof when any of the Lender’s Commitments are suspended by reason of the Borrower’s inability to satisfy any condition of Article V) commencing on the 2010 Loan Modification Effective Date and continuing through the Revolving A-1 Loan Commitment Termination Date, a commitment fee at a rate per annum equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Fee Margin, in each case on such Lender’s Percentage of the sum of the average daily unused portion of the applicable Revolving Loan Commitment Amount attributable to Revolving A-1 Loan Commitments (Anet of Letter of Credit Outstandings attributable to Revolving A-1 Loan Commitments), (b) for the Outstanding Amount account of each Lender that has a Revolving Credit Loans (which shall excludeA-2 Loan Commitment, for the avoidance of doubt, period (including any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) any commitment fee accrued with respect to portion thereof when any of the Lender’s Commitments are suspended by reason of the Borrower’s inability to satisfy any condition of Article V) commencing on the Restatement Effective Date and continuing through the Revolving A-2 Loan Commitment Termination Date, a Defaulting Lender during the period prior commitment fee at a rate per annum equal to the time Applicable Commitment Fee Margin, in each case on such Lender’s Percentage of the sum of the average daily unused portion of the applicable Revolving Loan Commitment Amount attributable to Revolving A-2 Loan Commitments (net of Letter of Credit Outstandings attributable to Revolving A-2 Loan Commitments), (c) for the account of each Lender became that has an Other Revolving Loan Commitment as provided for in the applicable Loan Modification Agreement and (d) for the account of each Lender that has a Defaulting Lender and unpaid at such time Designated Additional Revolving Loan Commitment as determined pursuant to Section 2.1.6(a). The commitment fees 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 (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 Facility, 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 Quarterly Payment Date, and on the Maturity Date for Revolving A-1 Loan Commitment Termination Date, the Revolving Credit FacilityA-2 Loan Commitment Termination Date, the Other Revolving Loan Termination Date or the Designated Additional Revolving Loan Termination Date, as the case may be. The making of Swing Line Loans by the Swing Line Lender shall constitute the usage of the Revolving Loan Commitment with respect to the Swing Line Lender only and the commitment fee fees to be paid by the Borrower to the Lenders (other than the Swing Line Lender) 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 effectpaid accordingly.

Commitment Fee. The Company will pay, or will cause another Borrower agrees to pay (with regard to the Administrative JPY Revolver Borrower, to the extent permitted by Japanese Law, if applicable), to the Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (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 applicable Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility(other than any Defaulting Lender), 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 DecemberDecember in each year, and on the Termination Date of such Revolving Credit Facility (pursuant to clause (a) of the definition of “Termination Date”), a commitment fee (the “Commitment Fee”) on the daily amount of the Unused Revolving Credit Commitments of such Revolving Credit Facility Lender during the preceding quarter (or shorter period commencing with the first Closing Date or ending with such date during Termination Date), which shall accrue at 0.20% per annum initially and, after delivery of the financial statements for the first three full fiscal quarter to occur after quarters following the Closing Date, and pursuant to Section 5.01(a)(i), at the applicable percentage per annum indicated in the pricing grid described in the definition of “Applicable Margin”. All Commitment Fees shall be computed on the Maturity basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Multicurrency Revolving Lender’s Commitment Fee, the outstanding Swing Line Advances during the period for which such Multicurrency Revolving Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Revolving Lender shall commence to accrue on the Closing Date for and shall cease to accrue on the Termination Date applicable to such Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to To compensate the Investors for the risk of their undertakings herein, the Company shall pay to the Administrative Agent for Investors, in the account of each Revolving Credit Lender under each Facility aggregate and in accordance with its Pro Rata Sharethe terms of the Chapter 11 Plan, on the Effective Date, a commitment fee equal (the “Commitment Fee”) in the form of 781,250 shares of New Common Stock (the “Commitment Fee Shares”). The Commitment Fee shall be paid to the Applicable Rate Investors in accordance with respect to commitment fees times the actual daily amount by which allocations thereof set forth on Appendix 1; provided, that any Investor, in its sole discretion, may designate that some or all of its Commitment Fee Shares be issued in the aggregate Revolving Credit Commitment exceeds the sum of name of, and delivered to, one or more other Persons (A) the Outstanding Amount of Revolving Credit Loans (which shall excludeincluding, for the avoidance of doubt, any Swing Line Loans) and (B) other holder of Convertible Notes), provided such other Person is an Accredited Investor; provided, further, however, that, subject to Section 1.3(b), the Outstanding Amount of L/C Obligations; provided that (x) any commitment fee accrued with respect to any entire portion of the Commitments of Commitment Fee payable to a Defaulting Lender during Investor shall be paid as an additional fee to each of the period prior Non-Defaulting Investors on a pro rata basis based on the number of Defaulting Shares not purchased by the Defaulting Investor but purchased by each such Non-Defaulting Investor, and each Defaulting Investor hereby consents to such payment and waives any right or entitlement to receive any portion of the Commitment Fee. The Commitment Fee shall be approved as part of the Chapter 11 Plan and paid at the Closing without any further action required of or entertained by the Bankruptcy Court. The Commitment Fee shall be earned and payable without regard to whether the Rights Offering is fully subscribed. For the avoidance of doubt, the Commitment Fee Shares shall be issued to the time such Lender became a Defaulting Lender Investors in accordance with the terms of this Section 1.5 and unpaid at such time shall not the Commitment Fee Shares shall, upon issuance thereof, be payable duly authorized, validly issued, fully paid and nonassessable, and free and clear of any Encumbrances, other than Encumbrances created by Legal Requirements, the Borrower so long as such Lender shall be a Defaulting Lender except to New Stockholders Agreement or the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) no commitment fee shall accrue on any Organizational Documents 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 Facility, 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 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 effectCompany.

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 ShareApplicable Revolving Credit Percentage, a commitment fee equal to the Applicable Fee Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment Facility exceeds the sum of (Ai) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any excluding Swing Line Loans) and (Bii) the Outstanding Amount of L/C Obligations; provided provided, however, 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 FacilityAvailability 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 Datelast Business Day of February 2008, and on the Maturity Date last day of the Availability Period for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual average daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, excluding any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 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 time; and (y) 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 FacilityFacility 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, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual 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 Each Borrower agrees to pay to the Administrative Agent for the account of each Lender that has a Revolving Credit Lender under Loan Commitment to such Borrower, for each Facility in accordance with its Pro Rata Shareday during the period (including any portion thereof when any of the Lenders' applicable Revolving Loan Commitments are suspended by reason of the Company's inability to satisfy any condition of Article V) commencing on the Original Closing Date and continuing to but excluding the Revolving Loan Commitment Termination Date, a commitment fee on such Lender's Percentage of the unused portion, whether or not then available, of the Revolving Loan Commitment Amount with respect to such Revolving Loan Commitment (net of Letter of Credit Outstandings in respect of the related Letter of Credit Commitment) for such day at a rate per annum equal to the Applicable Rate with respect to Commitment Fee for such day. Such commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 applicable 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 (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 Facility, 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 DecemberQuarterly Payment Date, commencing with the first such date during day following the first full fiscal quarter to occur after the Original Closing Date, and on the Maturity Date for the Revolving Credit FacilityLoan Commitment Termination Date. The making of Swing Line Loans and Uncommitted Revolving Loans shall not constitute usage of the applicable Revolving Loan Commitment with respect to the calculation of commitment fees to be paid by the Borrowers to the applicable Lenders however, the acceptance of Canadian BAs shall constitute usage of the Canadian Revolving Loan Commitment with respect to the calculation of such commitment fee. Any term or provision hereof to the contrary notwithstanding, commitment fees payable for any period prior to the Original Closing Date shall be payable in accordance with the Fee Letter. Payments by the Company to the Swing Line Lender in respect of accrued interest on Swing Line Loans shall be net of the commitment fee shall be calculated quarterly payable in arrears, and if there is any change in respect of 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 effectSwing Line Lender's Revolving Loan Commitment.

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 ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Rate Margin with respect to commitment fees for such Facility times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for such 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) and such Facility plus (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) time; provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the such Revolving Credit Facility, 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, and on the Maturity Date for the such Revolving Credit Facility. 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 Paying Agent for the account of each the Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, Lenders a commitment fee 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 December 31, 2011 and on the Termination Date, at a rate per annum equal to the Applicable Rate with respect to commitment fees times Commitment Fee Percentage, in each case on the actual average daily amount by which the aggregate Revolving Credit Commitment exceeds portion of the sum of (Ax) the Outstanding Amount of each Revolving Credit Loans Lender’s Unused Revolving Credit Commitment plus (which shall exclude, for y) such Lender’s Pro Rata Share of the avoidance of doubt, any Swing Line LoansReserve and Swing Line Advances made pursuant to Section 2.02(b)(ii) and (Bincluding 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 period (excluding the Outstanding Amount Pro Rata Share of L/C Obligationsany Lender that is the Swing Line Bank who has made the relevant Swing Line Advance); provided provided, however, 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 Facility, 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 Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 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 time; and (y) 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 Facility, 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, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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 ShareApplicable 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 commitment fees for Commitment Fees times (ii) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Ay) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (Bz) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate 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 date to occur after the Closing Date, and on the last day of the Availability Period; provided provided, that (xA) 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 (y) 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 Facility, 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 Facility. 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 (i) for the account of each Dollar Revolving Credit Lender under each Facility in accordance with its Pro Rata Dollar Revolving Share, a commitment fee equal to the Applicable Rate with respect to commitment fees Margin times the actual daily amount by which the aggregate Aggregate Dollar Revolving Credit Commitment exceeds Commitments exceed the sum of (Aa) the aggregate Outstanding Amount of Dollar Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (Bb) the aggregate Outstanding Amount of L/C Obligations; provided that Obligations (xsuch amount to be determined for each Interest Period) any and (ii) for the account of each Multicurrency Revolving Lender in accordance with its Pro Rata Multicurrency Revolving Share, a commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior equal to the time Applicable Margin times the actual daily amount by which the Aggregate Multicurrency Revolving Credit Commitments exceed the aggregate Outstanding Amount of Multicurrency Revolving Loans (such Lender became a Defaulting Lender and unpaid at such time shall not amount to 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 determined for each Interest Period) (clauses (i) and (y) no commitment fee shall accrue on any of ii), collectively, the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender“Commitment Fee”). The commitment fee on each Revolving Credit Facility Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Maturity Date and shall be calculated as of each Quarterly Fee Calculation Date, commencing with the first such date to occur after the Closing Date, and shall be due and payable on the respective Quarterly Fee Payment Date for each such Quarterly Fee Calculation Date, and on the Revolving Credit FacilityMaturity Date. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. The Commitment Fee shall accrue at all times commencing on the Closing Date and thereafter, including at any time during which one or more of the conditions in Article IV (Conditions Precedent to Credit Extensions) is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the Revolving Credit 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, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Ai) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (Bii) the Outstanding Amount of L/C Obligations; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 FacilityDate, 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, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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 ShareApplicable Percentage, a commitment fee equal to the Applicable applicable Commitment Fee Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Aa) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (Bb) the 109 Outstanding Amount of L/C Obligations; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 (or date of initial effectiveness, as applicable) (and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Closing Date Revolving Facility shall accrue from the Closing Date) until the Maturity Date for the applicable Revolving Credit FacilityCommitment, 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 Datelast Business Day of September, 2017, and on the Maturity Date for the such Revolving Credit Facility. 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 ShareApplicable Revolving Credit Percentage, a commitment fee equal to the Applicable Fee Rate 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 respect its Applicable Percentage of the Term Loan Facility, a commitment fee equal to commitment fees the Applicable Fee Rate times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) Term Loan Commitments exceed the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Term Loans) and (B) the Outstanding Amount of L/C Obligations; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (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 during the Closing Date until the Maturity Date for the Revolving Credit Facilityrelevant 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 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 Facility 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 pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to 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 (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligationssuch Facility; 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 (y) 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 FacilityCommitments, 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 FacilityCommitments. 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, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time and (y) time; 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 FacilityDate, 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 FacilityDate. 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 Revolver Loans, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata ShareApplicable Percentage of the Total WC Revolver Commitment, a commitment fee equal to twenty five (25) basis points per annum on the Applicable Rate with respect average amount during each calendar month or portion thereof from the Closing Date to commitment fees times the actual daily amount Maturity Date by which the aggregate Revolving Credit Total WC Revolver Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) as in effect on such date minus the Outstanding Amount of L/C ObligationsObligations exceeds the Total WC Revolver Outstandings during such calendar month; provided that (xii) any in connection with the Acquisition Loans, for the account of each Lender in accordance with its Applicable Percentage of the Total Acquisition Commitment, a commitment fee accrued equal to twenty five (25) basis points per annum on the average amount during each calendar month or portion thereof from the Closing Date to the Maturity Date by which the Total Acquisition Commitment as in effect on such date exceeds the Total Acquisition Outstandings during such calendar month; and (iii) in connection with respect to any the Revolver Loans, for the account of each Lender in accordance with its Application Percentage of the Commitments of Total Revolver Commitment, a Defaulting Lender commitment fee equal to twenty five (25) basis points per annum on the average amount during each calendar month or portion thereof from the period prior Closing Date to the time Maturity Date by which the Total Revolver commitment as in effect on such Lender became a Defaulting Lender and unpaid at date exceeds the Total Revolver Outstandings during 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 (y) 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 FacilityAvailability 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, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectDate.

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, a commitment fee in Dollars (the “Commitment Fee”) at a per annum rate equal to the Applicable Rate with respect to commitment fees times on the actual daily amount by which the aggregate Revolving Credit Commitment of such Revolving Credit Lender exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance Exposure of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (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 Commitment Fee for the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, 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, and on the Maturity Date for the Revolving Credit Facility. 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 ShareApplicable Revolving Credit Percentage, a commitment fee equal to the Applicable Fee Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided provided, however, 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 FacilityAvailability 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 on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect.

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, a commitment fee equal fee, which shall accrue for the period beginning on the Omnibus Amendment Effective Date to and including the Applicable Rate earlier of the date such Lender’s Commitment terminates and the Revolver Termination Date, at a rate (A) as of the close of business on each day when the Minimum Utilization Amount with respect to commitment fees times the actual daily amount by which such Lender exceeds the aggregate Revolving Credit Commitment exceeds principal amount of the sum Loans of such Lender, equal to (x) (i) during the March 2022 Convertible Notes Refinancing Distribution Period, 0.50% per annum, and (ii) at any other time, 2.00% per annum, in each case, on the excess of (A1) the Outstanding Minimum BUSINESS.29745768.5 Utilization Amount with respect to such Lender over (2) the aggregate principal amount of Revolving Credit the Loans of such Lender as of the close of business on such day plus (which shall excludey) at any time, for 0.375% per annum on the avoidance excess of doubt, any Swing Line Loans(i) and such Lender’s Commitment over (ii) the Minimum Utilization Amount with respect to such Lender or (B) as of the Outstanding close of business on each day when the aggregate principal amount of the Loans of such Lender equals or exceeds the Minimum Utilization Amount with respect to such Lender, 0.375% per annum on the excess of L/C Obligations; provided that (i) such Xxxxxx’s Commitment over (ii) the aggregate principal amount of the Loans of such Lender as of the close of business on such day. Accrued commitment fees shall be payable in arrears (x) 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 within one Business Day after each Quarterly Date and (y) no commitment fee shall accrue on any the earlier of the date the applicable Lender’s 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 terminate and the Closing Date until the Maturity Date for the Revolving Credit Facility, 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 DecemberRevolver Termination Date, commencing with on the first such date during the first full fiscal quarter to occur after the Closing Omnibus Amendment Effective Date, and on the Maturity Date for the Revolving Credit Facility. The All 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 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). For purposes of computing commitment fees, the Commitments shall be deemed to be used to the extent of the outstanding Loans of all Lenders.

Commitment Fee. The Borrower agrees to Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility Lender, in Dollars, in accordance with its Pro Rata Share, a commitment fee equal to the product of (i) the Applicable Rate with respect to commitment fees times (ii) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Ay) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (Bz) the Outstanding Amount of L/C Obligations; provided that (xA) 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 (y) no commitment fee shall accrue on any of the Commitments of a Defaulting Lender Company so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit FacilityAvailability 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, and on the Maturity Date for the Revolving Credit FacilityDate. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of computing the commitment fee in accordance with this Section 2.09(a).

Commitment Fee. The Borrower agrees to 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, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time and (y) time; 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 FacilityDate, 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 FacilityDate. 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 ShareApplicable Revolving Credit Percentage, a commitment fee equal to the Commitment Fee Rate 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 Borrowers shall pay to the Administrative Agent for the account of each Acquisition Lender in accordance with its Applicable Percentage of the Acquisition Facility, a commitment fee equal to the Commitment Fee Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) Acquisition Commitments exceed the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Acquisition Loans) and (B) the Outstanding Amount of L/C Obligations; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (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 during the Closing Date until the Maturity Date for the Revolving Credit Facilityrelevant 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 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 Facility or, in the case of the commitment fee with respect to the Acquisition Facility, on the last day of the Availability Period for the Acquisition Facility. 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, a commitment fee equal to the Applicable Rate with respect to commitment fees 0.75% times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 FacilityFacility (or such earlier date on which the Revolving Credit Commitments have been 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 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 FacilityFacility (or such earlier date on which the Revolving Credit Commitments have been terminated). 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. Notwithstanding the foregoing, the provisions of this Section 2.09(a) to the extent otherwise applicable to Extended Revolving Credit Commitments shall be subject to modification as expressly provided in Section 2.17.

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 ShareApplicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Rate with respect to commitment fees times (ii) the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Aggregate Commitments exceed the sum of (Ay) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (Bz) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.14. 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 first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date; provided provided, that (xA) no Commitment Fee shall accrue on the 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 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 (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 Facility, 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 Facility. 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, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) time; provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit FacilityAvailability 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 Dateon June 29, 2007, and on the Maturity Date for the Revolving Credit FacilityDate. 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 In consideration of the agreements of the Initial Backstop Participants contained herein, and subject only to the Agreement Order (as defined herein) becoming a Final Order (as defined herein), the Company will pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, Initial Back Stop Participants a commitment fee equal to of $262,500 (the Applicable Rate with respect to commitment fees times “Commitment Fee”). Such Commitment Fee will be paid in U.S. dollars on the actual daily amount Business Day after the Agreement Order is entered by which the aggregate Revolving Credit Bankruptcy Court. The Commitment exceeds Fee will be nonrefundable when paid and shall be deemed earned whether or not the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) any commitment fee accrued with respect to Confirmation Order is entered or becomes a Final Order or any of the Commitments other conditions precedent contemplated in Section 9.01 hereof are satisfied. The Commitment Fee shall be shared seventy six percent (76%) by Plainfield and twenty four percent (24%) by DWS. Simultaneously with the entry of a Defaulting Lender during the period prior to Agreement Order, and thereafter on demand, the time Company will reimburse or pay, as the case may be, the standard fees and out-of-pocket expenses of one law firm retained by the Initial Backstop Participants for purposes of negotiating and drafting this Agreement and consummating the transactions contemplated hereby and incurred since December 1, 2007 within 10 days of the presentation of an invoice approved by the Initial Backstop Participants, without Bankruptcy Court review or further Bankruptcy Court order, provided, however, that the amount of such Lender became a Defaulting Lender and unpaid at such time reimbursement shall not be payable by exceed $150,000 in the Borrower so long as aggregate and, provided, further, however that if the Initial Backstop Participant’s fees and expenses for such Lender shall be a Defaulting Lender except purposes exceed $150,000 due to delays in the extent that such commitment fee shall otherwise have been due and payable by process of confirming the Borrower prior to such time and (y) no commitment fee shall accrue on any Plan or other causes beyond the control 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 Facility, 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 Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarterInitial Backstop Participants, the actual daily amount Initial Backstop Participants may request reimbursement for such additional fees and expenses and in such event, the Plan Proponents and the Initial Backstop Participants shall be computed negotiate with each other in good faith regarding whether reimbursement of any such additional fees and multiplied by expenses is reasonable and appropriate under the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectfacts and circumstances.

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 ShareShare 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, 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 excludefor such Facility, for the avoidance of doubt, any Swing Line Loans) and (BA) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 (y) 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 FacilityCommitments, 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 DateSeptember 30, 2017 and on the Maturity Date for the Revolving Credit FacilityCommitments. 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 ShareApplicable Revolving Credit Percentage, a commitment fee equal to (the Applicable Rate with respect to commitment fees times “Commitment Fee”) on the actual daily amount by which the aggregate Initial Revolving Credit Commitment Facility exceeds the sum of (A) Total Outstandings under the Outstanding Amount of Initial Revolving Credit Loans (which shall excludeFacility, for at a rate equal to the avoidance of doubtthen-applicable Applicable Commitment Fee Percentage; provided, however, that any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) 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 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 time, and (y) 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 FacilityAvailability 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 Effective Date, and on the Maturity Date last day of the Availability Period for the Revolving Credit Facility. The commitment fee Commitment Fee shall be calculated quarterly in arrears. For the purposes of calculating the Commitment Fee, and if there is any change in the Applicable Rate during any quarter, the actual daily amount outstanding Swing Line Loans shall be computed and multiplied by disregarded as a utilization of the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectRevolving Credit 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, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 Facility, 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, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees Borrowers, jointly and severally, agree 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 Borrowers’ inability to satisfy any condition of Article V) (a) commencing on the Closing Date and continuing through the earlier of (i) the Acquisition Date and (ii) the Revolving Credit Lender under each Facility in accordance with its Pro Rata ShareLoan Commitment Termination Date, a commitment fee in an amount per annum equal to 0.50% on such Lender’s Percentage of the sum of the average daily unused portion of the Revolving Loan Commitment Amount less the average daily amount of the Letter of Credit Outstandings; (b) commencing on the date on which such Lender becomes a “Lender of Record” in respect of the Delayed Draw Term B Commitment and continuing through the earlier of (i) the Acquisition Date and (ii) the Delayed Draw Term B Commitment Termination Date, a commitment fee in an amount per annum equal to 1.00% on such Lender’s Percentage of the sum of the average daily unused portion of the Delayed Draw Term B Commitment Amount; and (c) commencing on the Acquisition Date and continuing through the Revolving Loan Commitment Termination Date, a commitment fee in an amount per annum equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Fee on such Lender’s Percentage of the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) any commitment fee accrued with respect to any average daily unused portion of the Commitments applicable Commitment Amount less the average daily amount of a Defaulting Lender during the period prior 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 (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 Facility, 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 Borrowers in arrears on (a) the last Business Day Revolving Loan Commitment Termination Date, in the case of clause (a) above, (b) the Delayed Draw Term B Commitment Termination Date, in the case of clause (b) above and (c) each MarchQuarterly Payment Date, June, September and Decemberin the case of clause (c) above, commencing with the first such date during Quarterly Payment Date following the first full fiscal quarter to occur after the Closing Effective Date, and on the Maturity Date for Revolving Loan Commitment Termination Date. The making of Swing Line Loans shall not constitute usage of the Revolving Credit Facility. The Loan Commitment with respect to the calculation of commitment fee shall fees to 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 paid by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectBorrowers to the Lenders.

Commitment Fee. The Borrower agrees to On the Closing Date, Borrowers shall pay in cash to the Administrative Lenders (or, during any Third Party Agent Retention Period, the Third Party Agent for the account benefit of each Revolving Credit Lender under each Facility in accordance with its the Lenders), based on their Pro Rata Share, a commitment fee an amount equal to $500,000 (the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit “Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (Fee”), which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) no commitment fee shall accrue fully-earned 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 and payable on the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and following schedule: (i) $200,000 shall be due and payable quarterly in arrears cash on the last Business Day Closing Date, (ii) $200,000 shall be payable on the one-year anniversary 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 (iii) $100,000 shall be payable on the Maturity two-year anniversary of the Closing Date. Notwithstanding the foregoing, if (A) the Revolver Commitments are terminated and the Loans repaid or (B) the Revolver Commitments are terminated or the Obligations become due and payable, in each case of clause (A) and clause (B), on any date prior to the two-year anniversary of the Closing Date for any reason (such as an acceleration of the Revolving Credit FacilityLoans following the occurrence of an Event of Default, an exercise of Agent’s (including, any Third Party Agent’s) or any Lender’s rights or remedies available under the Loan Documents or an exercise of any rights or remedies by the Term Agent, a Term Lender or any other party to the Term Debt Documents, upon the consummation of a Change in Control, by any optional prepayment or otherwise), then, on such date, any portion of the Commitment Fee that has not previously been paid shall be automatically, due and payable. The commitment fee Commitment Fee shall be calculated quarterly in arrearsnon-refundable upon any payment thereof. The parties hereto acknowledge and agree that Agent and the Lenders would not have entered into this Agreement and the Lenders would not provide the Revolver Commitments, the financial accommodations and if there is any change other accommodations under this Agreement and the other Loan Documents without the Loan Parties agreeing to pay the Commitment Fee in the Applicable Rate during aforementioned instances. The parties hereto also acknowledge and agree that the Commitment Fee set forth in this Section 2.09(e) is not intended to act as a penalty or to punish any quarterBorrower or any other Loan Party for any such payment, 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 effectrepayment, redemption or prepayment.

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 ShareApplicable Percentage, a commitment fee equal to the Applicable applicable Commitment Fee Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Aa) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (Bb) the Outstanding Amount of L/C Obligations; provided that (x) 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 except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time time; and (y) 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 (or date of initial effectiveness, as applicable) (and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Closing Date Revolving Facility shall accrue from the Closing Date) until the Maturity Date for the applicable Revolving Credit FacilityCommitment, 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 DateDecember 29, 2017, and on the Maturity Date for the such Revolving Credit Facility. 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.