Common use of Commitment Fee Clause in Contracts

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

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

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each the applicable Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Commitment Fee Rate with respect to Revolving Credit Loan commitment feesLoans, times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for the applicable Revolving Credit Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility Facility, and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date December 31, 2021 and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect.

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

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each the applicable Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for the applicable Revolving Credit Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility Facility, and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date September 30, 2017 and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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

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

Commitment Fee. The Borrower agrees to Company shall pay to the Administrative Agent (x) for the account of each US Dollar Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate US Dollar Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (Ai) the Outstanding Amount of Committed Loans that are US Dollar Revolving Credit Loans for such Facility and (Bii) the Outstanding Amount of L/C Obligations Obligations, subject to adjustment as provided in Section 2.17 and (y) for such Facility; provided that any the account of each Multicurrency Revolving Credit Lender in accordance with its Applicable Percentage, a commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior in Dollars equal to the time such Lender became a Defaulting Lender and unpaid at such time Applicable Rate times the actual daily amount by which the Multicurrency Revolving Credit Commitments exceed the Outstanding Amount of Committed Loans that are Multicurrency Revolving Credit Loans, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any counted towards or considered usage of the Revolving Credit Commitments for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the commitment fee. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Restatement Effective Date, and on the Maturity Date for last day of the Revolving Credit CommitmentsAvailability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to Borrowers jointly and severally shall pay to the Administrative Agent (i) in connection with the WC Loans, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage of the Aggregate WC Commitment, a commitment fee in Dollars equal to the Applicable WC Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount during each calendar month or portion thereof from the Closing Date to the Maturity Date by which the aggregate Revolving Credit Aggregate WC Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for as in effect on such Facility and (B) date minus the Outstanding Amount of L/C Obligations exceeds the Total WC Outstandings for WC Loans during such Facility; provided that any commitment fee accrued with respect to any calendar month (and, for the avoidance of doubt, the Commitments Outstanding Amount of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Swing Line Loans shall not be payable by counted towards or considered usage of the Borrower so long as such Aggregate WC Commitments for purposes of determining the commitment fee under this Section 2.08(a)(i)); and (ii) in connection with the Revolver Loans, for the account of each Lender shall be in accordance with its Application Percentage of the Aggregate Revolver Commitment, a Defaulting Lender, except commitment fee equal the Applicable Revolver Rate times the actual daily amount during each calendar month or portion thereof from the Closing Date to the extent that Maturity Date by which the Aggregate Revolver Commitment as in effect on such commitment fee shall otherwise have been due and payable by date exceeds the Borrower prior to Total Revolver Outstandings during such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lendercalendar month. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly monthly in arrears on the last Business Day of each March, June, September and Decembercalendar month, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectDate.

Commitment Fee. The Borrower agrees 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 or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided provided, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any of the 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 CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 pay to the Administrative Agent for the account of each Revolving Credit Lender under each the applicable Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for the applicable Revolving Credit Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) for such Facility Facility, and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date March 17, 2015 until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date March 17, 2015 and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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

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

Commitment Fee. The Borrower agrees to Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility (other than any Defaulting Lenders) in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until to but excluding the Maturity Date (or such earlier date on which the Revolving Credit Commitments shall have expired or terminated) equal to the Commitment Fee Rate divided by three hundred and sixty (360) days and multiplied by the number of days in the fiscal quarter and then multiplied by the amount, if any, by which the Average Facility Balance with respect to the Revolving Credit Facility for such fiscal quarter (or portion thereof that the Revolving Credit Commitments are in effect) is less than the aggregate amount of the Revolving Credit Commitments; provided that if the Revolving Credit Commitments are terminated on a day other than the first day of a fiscal quarter, including at then any time during such fee payable for the fiscal quarter in which one or more termination shall occur shall be paid on the effective date of the conditions in Article IV is not met, such termination and shall be due and based upon the number of days that have elapsed during such period. The foregoing notwithstanding, in accordance with Section 2.14(b), the applicable lenders may consent to a different Commitment Fee Rate to be paid pursuant to the terms of any applicable Incremental Amendment or Extension Offer. Accrued Commitment Fees shall be payable quarterly in arrears on the last Business Day first day of each MarchJanuary, JuneApril, September July and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date October of each year and on the Maturity Date for date on which the Revolving Credit CommitmentsCommitments terminate, commencing on September 30, 2019. The commitment fee All Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, payable for the actual daily amount shall be computed and multiplied by number of days elapsed (including the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectfirst day but excluding the last day).

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

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

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

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

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

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

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

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

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

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

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

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

Commitment Fee. The Borrower agrees to Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Multicurrency RCF Lender under each Facility and US Dollar RCF Lender in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, Applicable Percentage a commitment fee in Dollars equal to the Applicable Fee Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which (A) in the aggregate case of a Multicurrency RCF Lender, the Multicurrency Revolving Credit Commitment for the applicable Facility exceeds the sum of (Ai) the Outstanding Amount of Revolving Credit Multicurrency RCF Loans for such Facility and (Bii) the Outstanding Amount of Multicurrency RCF L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of and (B) in the Commitments case of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting US Dollar RCF Lender, except to the extent that such commitment fee shall otherwise have been due US Dollar Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of US Dollar RCF Loans and payable by (ii) the Borrower prior to such time; and providedOutstanding Amount of US Dollar RCF L/C Obligations, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderapplicable. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date last day of the Availability Period for the respective Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. Notwithstanding the foregoing, commitment fees in respect of any Extended Revolving Loan Commitments shall be the rate set forth in the relevant Extension Offer.

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

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

Commitment Fee. The (a) In respect of each successive period of three months commencing from the date of this Agreement and any shorter period ending on the last day of the Facility A Availability Period or, as the case may be, the Facility B Availability Period (each a “Commitment Fee Period”), the Borrower agrees to shall pay to the Administrative Facility Agent (for the account of each Revolving Credit Lender under each Facility as described in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, paragraphs (i) and (ii) below) a commitment fee in Dollars equal to the Applicable Rate Base Currency calculated on a daily basis at the rate per annum for each day of such Commitment Fee Period computed in accordance with respect to Revolving the table set out in Schedule 4 (The Margin and Commitment Fee) provided that (i) on any day that the Borrower has Credit Loan commitment feesRatings from S&P, times ▇▇▇▇▇’▇ and Fitch which are not equivalent, the actual daily amount by which applicable rate per annum for such day shall be the aggregate Revolving Credit Commitment relevant rate per annum for the applicable Facility exceeds second highest of such differing Credit Ratings (or if two of S&P, ▇▇▇▇▇’▇ and Fitch provide equivalent Credit Ratings, the sum of (A) the Outstanding Amount of Revolving Credit Loans relevant rate per annum for such Facility equivalent Credit Ratings), computed in accordance with the table set out in Schedule 4 (The Margin and Commitment Fee) (ii) on any day that the Borrower has Credit Ratings from only two (or one) of S&P, ▇▇▇▇▇’▇ and Fitch, the applicable rate per annum for such day shall be the relevant rate per annum for the highest of such Credit Ratings (or, as the case may be, the rate per annum for such single Credit Rating) unless such Credit Ratings differ by more than one notch, in which case the applicable rate per annum will be the average of the relevant rate per annum for such Credit Ratings, all computed in accordance with the table set out in Schedule 4 (The Margin and Commitment Fee) and (Biii) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, commitment fee arising as a result of a change of Credit Rating shall take effect as of the actual daily amount shall be computed and multiplied by day after that change of Credit Rating: (i) (using the Applicable Rate separately relevant rate for Facility A) on that Lender’s Available Facility A Commitment for each period day during such quarter the Facility A Availability Period; and (ii) (using the relevant rate for Facility B) on that such Applicable Rate was Lender’s Available Facility B Commitment for each day during the Facility B Availability Period. (b) The accrued commitment fee is payable on the last day of each Commitment Fee Period. (c) Any changes to the amount of the commitment fee computed in effectaccordance with Schedule 4 (The Margin and Commitment Fee) arising as a result of a change of Credit Rating shall take effect as of the day after that change of Credit Rating.

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

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

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

Commitment Fee. The Borrower agrees to Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars at a rate per annum equal to the Applicable Rate Margin with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility and (Bii) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided provided, however, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable (i) quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during last Business Day of the first full fiscal quarter to occur after the Closing Date ending June 30, 2018, and (ii) on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly Facility, in arrears, and if there is any change in each case on the Applicable Rate during any quarter, basis of the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectnumber of days elapsed over a 360-day year.

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

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

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

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

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

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

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (for such Facility the avoidance of doubt, excluding any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any commitment fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day fifteenth day after the end of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date May 26, 2021, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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

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

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

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

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times 0.375% per annum of the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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

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

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

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

Commitment Fee. The Borrower agrees Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of the Lenders a commitment fee, from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date, payable in arrears monthly on the first day of each month (or if such day is not a Business Day, on the next succeeding Business Day), commencing on the first Business Day of the first month commencing after the Closing Date, and on the Termination Date, at the rate per annum, on the sum of the daily Unused Revolving Credit Commitment of such Lender under each Facility in accordance with its plus their Pro Rata Share of the daily outstanding Swing Line Advances during such month or other applicable share provided portion thereof, of (i) for under this Agreementan initial period commencing on the Closing Date and ending on February 28, 2007, 0.30%, and (ii) as of any date thereafter, a commitment fee in Dollars rate per annum equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times rate set forth below opposite the actual daily amount by which the aggregate Revolving Credit Commitment Utilization for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility immediately preceding month or portion thereof: Greater than or equal to 50%. 0.250 % Greater than or equal to 25% and (B) the Outstanding Amount of L/C Obligations for such Facility; provided less than 50%. 0.300 % Less than 25%. 0.375 % provided, however, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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

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

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date on June 29, 2007, and on the Maturity Date for the Revolving Credit CommitmentsDate. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Paying Agent for the account of each the Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, Lenders a commitment fee fee, from the Effective Date in Dollars the case of each Initial Lender (and from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender in the case of each other Lender) until the Termination Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing on December 31, 2011 and on the Termination Date, at a rate per annum equal to the Applicable Rate with respect to Revolving Credit Loan commitment feesCommitment Fee Percentage, times in each case on the actual average daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds portion of the sum of (Ax) the Outstanding Amount of each Revolving Credit Loans Lender’s Unused Revolving Credit Commitment plus (y) such Lender’s Pro Rata Share of the Swing Line Reserve and Swing Line Advances made pursuant to Section 2.02(b)(ii) (including all outstanding Swing Line Advances for which the Revolving Credit Lenders have not been required to make any purchase pursuant to Section 2.02(b)(iii)) during such Facility and period (B) excluding the Outstanding Amount Pro Rata Share of L/C Obligations for such Facilityany Lender that is the Swing Line Bank who has made the relevant Swing Line Advance); provided provided, however, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Fee Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility (excluding Swing Line Loans) and (Bii) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided provided, however, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each MarchFebruary, JuneMay, September August and DecemberNovember, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date last Business Day of February 2008, and on the Maturity Date last day of the Availability Period for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of the Revolving Credit Lenders a commitment fee, from the Effective Date in the case of each Initial Lender (and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender) until the Termination Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing September 30, 2004, and on the Termination Date, at the rate of (i) on the Closing Date, 0.30% per annum and (ii) thereafter, at a rate per annum equal to the Applicable Percentage, in each case on the average daily portion of the sum of each Revolving Credit Lender under each Facility in accordance with Lender's Unused Revolving Credit Commitment plus its Pro Rata Share or other applicable share provided for under this Agreementof the Swing Line Reserve during such period; provided, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment feeshowever, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, 0.75% per annum times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided provided, however, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date date hereof until the Maturity Date for the Revolving Credit CommitmentsDate, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit Commitmentsapplicable Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The With respect to each Revolving Credit Facility, the Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each for such Facility in accordance with its Pro Rata Share or other applicable share provided for under this 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 such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (for the avoidance of doubt, excluding any Swing Line Loans) for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Revolving Credit Commitments under such Facility of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, 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 Commitmentsapplicable 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 Date Date, and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrearssuch Facility, 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. The commitment fee shall be calculated quarterly in arrears.

Commitment Fee. The Commencing on the Closing Date, the Borrower agrees to shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreementthe Lenders, a non-refundable commitment fee in Dollars at a rate per annum equal to the Applicable Rate with respect to applicable rate based upon the table set forth below (the "Commitment Fee Rate") on the aggregate average daily unused portion of the Revolving Credit Loan commitment feesCommitment; provided, times that the actual daily amount by which of outstanding Swingline Loans shall not be considered usage of the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum purpose of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that calculating such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderfee. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, calendar quarter during the term of this Agreement commencing with on the first such date during following the Closing Date, and on the Revolving Credit Maturity Date. Such commitment fee shall be distributed by the Administrative Agent to the Lenders pro rata in accordance with the Lenders' respective Revolving Credit Commitment Percentages. The Commitment Fee Rate shall be based upon the table set forth below and shall be determined and adjusted quarterly on each Calculation Date; provided, however, that (i) the initial Commitment Fee Rate shall be based on Pricing Level II (as shown below) and shall remain at Pricing Level II until the first full fiscal quarter to occur Calculation Date occurring after the Closing Date and on thereafter the Maturity Date Pricing Level shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (ii) if the Borrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the Revolving Credit Commitments. The commitment fee most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, the Commitment Fee Rate from such Calculation Date shall be calculated quarterly in arrearsbased on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Adjusted Debt to EBITDAR Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. . Subject to Sections 5.3(a)(i) and if there is any change (ii) in the Applicable Rate during any quarterpreceding sentence, the actual daily amount Commitment Fee Rate shall be computed and multiplied by effective from one Calculation Date until the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectnext Calculation Date.

Commitment Fee. The Borrower agrees to Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (for such Facility the avoidance of doubt, excluding any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any commitment fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any of the Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the 193389590_5 Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of the Revolving Credit Lenders a commitment fee, from the Closing Date in the case of each Initial Lender (and from the effective date specified in the Assignment and Assumption pursuant to which it became a Revolving Credit Lender under in the case of each Facility other Revolving Credit Lender) until the Termination Date, payable in accordance with its Pro Rata Share or other applicable share provided for under this Agreementarrears quarterly on the last day of each March, June, September and December, commencing on December 31, 2019 and on the Termination Date, at a commitment fee in Dollars rate per annum equal to the Applicable Rate with respect to Revolving Credit Loan commitment feesCommitment Fee Percentage, times in each case on the actual average daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds portion of the sum of (Ax) the Outstanding Amount of each Revolving Credit Loans Lender’s Unused Revolving Credit Commitment plus (y) such Lender’s Pro Rata Share of the Swing Line Reserve and Swing Line Advances made pursuant to Section 2.02(b)(ii) (including all outstanding Swing Line Advances for which the Revolving Credit Lenders have not been required to make any purchase pursuant to Section 2.02(b)(iii)) during such Facility and period (B) excluding the Outstanding Amount Pro Rata Share of L/C Obligations for such Facilityany Lender that is the Swing Line Bank who has made the relevant Swing Line Advance); provided provided, however, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees With respect to each Subfacility, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility Subfacility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee Commitment Fee then in Dollars equal to effect for the Applicable Rate with respect to applicable Class of Revolving Credit Loan commitment fees, Commitments times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility under such Subfacility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for under such Facility Subfacility and (B) the Outstanding Amount of L/C Obligations for under such FacilitySubfacility; provided that any commitment fee Commitment Fee accrued or payable with respect to any of the Revolving Credit Commitments under such Subfacility of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except subject to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderSection 2.17. The commitment fee on each Revolving Credit Facility Commitment Fees for a Class of commitments shall accrue at all times from the Closing Date until the relevant Maturity Date for of the Revolving Credit Commitmentsapplicable Class of commitments, including at any time during which one or more of the conditions in Article IV is not met, and any such accrued and unpaid fees shall be due and payable quarterly in arrears on the last first Business Day after the end of each of March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit Commitmentssuch Subfacility. The commitment fee Commitment Fee shall be calculated quarterly in arrears, arrears and if there is any change in the Applicable Rate Commitment Fee during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Commitment Fee separately for each period during such quarter that such Applicable Rate Commitment Fee was in effect. For the avoidance of doubt, Swing Line Loans shall, for purposes of the Commitment Fees only, not be deemed to be a utilization of any Subfacility.

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

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

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

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, Commitment Fee Percentage times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (Ai) the Outstanding Amount of Revolving Credit Loans (but Swing Line Loans shall not be included for purposes of computing such Facility and Outstanding Amount under this Section 2.09(a)) plus (Bii) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided provided, however, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each MarchJanuary, JuneApril, September July -- and DecemberOctober, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility Class of Revolving Credit Commitments in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan Commitments commitment fees, fees for such Class times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility Class of Revolving Credit Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility Class of Revolving Credit Commitments and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any Class of Revolving Credit Commitments. For the Commitments avoidance of a Defaulting Lender during doubt, the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Outstanding Amount of Swing Line Loans shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any counted towards or considered usage of the Commitments Revolving Credit Loans for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the commitment fee. The commitment fee on each Class of Revolving Credit Facility Commitments shall accrue at all times from the Closing Date until the Maturity Date for the such Class of Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the such Class of Revolving Credit Commitments. CHAR1\1970297v6 The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment for the applicable Facility Commitments exceeds the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility Loans, and (Bii) the Outstanding Amount of L/C Obligations for such Facility; Obligations, subject to adjustment as provided that any commitment fee accrued with respect to any in Section 2.15. For the avoidance of doubt, the Commitments Outstanding Amount of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Swingline Loans shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any counted towards or considered usage of the Aggregate Revolving Commitments for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the commitment fee. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be (i) due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for last day of the Revolving Availability Period, and (ii) accrued through and including the date that is two (2) Business Days prior to the last day of each calendar quarter in arrears (it being understood that the remaining days left in each such calendar quarter shall be accrued and included in the next consecutive calendar quarter’s computation by the Administrative Agent); provided, that, if at any time there shall be outstanding a Letter of Credit Commitmentsdenominated in an Alternative Currency that was not issued by Bank of America, the commitment fee with respect to any period shall be adjusted to reconcile any mis-computation with respect to the immediately preceding period resulting from the applicable L/C Issuer(s) failing to provide the Administrative Agent with correct and complete information regarding such Letter(s) of Credit in the applicable Letter of Credit Report (or failing to deliver such Letter of Credit Report). The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) equal to a percentage per annum determined from the Applicable Rate with respect to Revolving Credit Loan commitment feesfollowing grid (the “Commitment Fee Rate”) using the Consolidated Leverage Ratio for the Measurement Period most recently ended, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds then Aggregate Commitments exceed the sum of (Ai) the Outstanding Amount principal amount of Revolving Credit Loans for such Facility (including Swing Line Loans), then outstanding, and (Bii) the Outstanding Amount of then L/C Obligations Credit Extensions; provided, however, that in the event that any financial statement or Compliance Certificate delivered in connection with Section 6.01(a) or (b) is shown to be inaccurate during the term of this Agreement (regardless of whether the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Commitment Fee Rate for any period (an “Applicable Period”) than the Commitment Fee Rate applied for such Facility; provided that Applicable Period, and only in such case, then the Borrower shall promptly, but in any commitment fee accrued with respect event within fifteen (15) Business Days, (a) deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (b) determine the Commitment Fee Rate for such Applicable Period based upon the corrected Compliance Certificate, and (c) promptly, but in any event within fifteen (15) Business Days, pay to the Administrative Agent the additional Commitment Fee owing as a result of such increased Commitment Fee Rate for such Applicable Period. The preceding sentence is in addition to all other rights of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender Administrative Agent and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderLenders provided for under this Agreement. The commitment fee on each Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last first Business ​ ​ Day after the end of each March, June, September and Decembercalendar quarter, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Amendment No. 2 Effective Date, and on the Maturity Date for last day of the Revolving Credit CommitmentsAvailability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable ​ Consolidated Leverage RatioCommitment Fee 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.​ Greater than 3.0x0.25% ​ Less than or equal to 3.0x0.20%

Commitment Fee. The Borrower agrees to Commencing on the Closing Date, the Borrowers shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreementthe Lenders, a non-refundable commitment fee in Dollars at a rate per annum equal to the Applicable Rate with respect to applicable rate based upon the table set forth below (the "Commitment Fee Rate") on the average daily unused portion of the Revolving Credit Loan commitment fees, times Commitment; provided that the actual daily amount by which of outstanding Swingline Loans and Alternative Currency Loans shall not be considered usage of the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum purpose of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that calculating such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderfee. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date calendar quarter during the first full fiscal quarter to occur after the Closing Date term of this Agreement commencing September 30, 2002, and on the Maturity Date for the Revolving Credit CommitmentsMaturity Date. The Such commitment fee shall be calculated distributed by the Administrative Agent to the Lenders pro rata in accordance with the Lenders' respective Revolving Credit Commitment Percentages. The Commitment Fee Rate shall be determined and adjusted quarterly in arrearson each Calculation Date; provided, however, that (a) the initial Commitment Fee Rate shall be based on Pricing Level III (as shown below) and shall remain at Pricing Level III until the first Calculation Date occurring after the fiscal quarter ending June 30, 2002 and, thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Domestic Borrower preceding the applicable Calculation Date, and (b) if there is any change in the Applicable Rate during any quarterDomestic Borrower, on behalf of itself and the Canadian Borrower, fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Domestic Borrower preceding the applicable Calculation Date, the actual daily amount Commitment Fee Rate from such Calculation Date shall be computed and multiplied based on Pricing Level I (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Applicable Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Parent preceding such Calculation Date. The Commitment Fee Rate separately for each period during such quarter that such Applicable shall be effective from one Calculation Date until the next Calculation Date. ------------------------------------------------------------------------------------------------------------------ Pricing Level Leverage Ratio Commitment Fee Rate was in effect.================================================================================================================== I Greater than or equal to 2.75 to 1.00 0.300% ------------------------------------------------------------------------------------------------------------------ II Greater than or equal to 2.25 to 1.00 but less than 2.75 to 1.00 0.275% ------------------------------------------------------------------------------------------------------------------ III Greater than or equal to 1.75 to 1.00 but less than 2.25 to 1.00 0.250% ------------------------------------------------------------------------------------------------------------------ IV Less than 1.75 to 1.00 0.225% ------------------------------------------------------------------------------------------------------------------

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

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to (the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A"COMMITMENT FEE") the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until to and including the Maturity Date for Facility Termination Date, calculated at the Revolving Credit Commitments, including at rate of 0.25% per annum on the daily unborrowed portion of such Lender's Commitment (which is equal to the difference between (a) such Lender's Commitment on such day and (b) the then outstanding Loans owed to such Lender plus the Lender's Percentage of any time during which one or more outstanding and undrawn Facility Letters of the conditions in Article IV is not met, and shall be due and Credit) payable quarterly in arrears on the last Business Day day of each Marchcalendar quarter hereafter beginning December 31, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date 1996 and on the Maturity Date for Facility Termination Date; provided, however, that the Revolving Credit Commitments. The commitment fee Commitment Fee shall be calculated quarterly in arrearsat the reduced rate of 0.1875% per annum on the daily unborrowed portion of such Lender's Commitment for any day on which the principal balance of all outstanding and unpaid Loans held by such Lender plus its Percentage of outstanding and undrawn Facility Letters of Credit is greater than 1/3 and equal to or less than 2/3 of such Lender's Commitment, and if there is any change in provided further that the Applicable Rate during any quarter, the actual daily amount Commitment Fee shall be computed reduced to 0.125% per annum on the daily unborrowed portion of such Lender's Commitment for any day on which the principal balance of all outstanding and multiplied unpaid Loans held by such Lender plus its Percentage of outstanding and undrawn Facility Letters of Credit is greater than 2/3. Amounts outstanding under the Applicable Rate separately Swing Line shall be considered part of the available unborrowed portion of the Facility for each period during such quarter that such Applicable Rate was in effectpurposes of computing the Commitment Fee. Notwithstanding the foregoing, all accrued Commitment Fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Paying Agent for the account of the Revolving Credit Lenders a commitment fee, from the Closing Date in the case of each Initial Lender (and from the effective date specified in the Assignment and Assumption pursuant to which it became a Revolving Credit Lender under in the case of each Facility other Revolving Credit Lender) until the Termination Date, payable in accordance with its Pro Rata Share or other applicable share provided for under this Agreementarrears quarterly on the last day of each March, June, September and December, commencing on June 30, 2018 and on the Termination Date, at a commitment fee in Dollars rate per annum equal to the Applicable Rate with respect to Revolving Credit Loan commitment feesCommitment Fee Percentage, times in each case on the actual average daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds portion of the sum of (Ax) the Outstanding Amount of each Revolving Credit Loans Lender’s Unused Revolving Credit Commitment plus (y) such Lender’s Pro Rata Share of the Swing Line Reserve and Swing Line Advances made pursuant to Section 2.02(b)(ii) (including all outstanding Swing Line Advances for which the Revolving Credit Lenders have not been required to make any purchase pursuant to Section 2.02(b)(iii)) during such Facility and period (B) excluding the Outstanding Amount Pro Rata Share of L/C Obligations for such Facilityany Lender that is the Swing Line Bank who has made the relevant Swing Line Advance); provided provided, however, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to for the Applicable Rate with respect to Revolving Credit Loan commitment fees, times period from and including the actual daily amount by which first day of the aggregate Revolving Credit Commitment for Period to the applicable Facility exceeds Termination Date, computed at the sum rate of (A) 3/8 of 1% per annum on the Outstanding Amount average daily amount of the unused Revolving Credit Loans for Commitment of such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Revolving Credit Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderfor which payment is made, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember and on the Termination Date or such earlier date as the Revolving Credit Commitments shall terminate as provided herein, commencing with on the first of such date during the first full fiscal quarter dates to occur after the Closing Date date hereof, PROVIDED that, from and after September 30, 1996, the commitment fee will be adjusted, if required, on each Adjustment Date, to the rate set forth on ANNEX A hereto opposite the level for which the Consolidated Leverage Ratio for the 12-month period ended on the Maturity date of the financial statements relating to such Adjustment Date for as determined based upon such financial statements satisfies the Revolving Credit Commitments. The corresponding criteria set forth under the heading "Consolidated Leverage Ratio" and PROVIDED, FURTHER, that, in the event that the financial statements required to be delivered pursuant to subsection 8.1(a) or 8.1(b), as applicable, and the related certificate required pursuant to subsection 8.2(b), are not delivered when due, then if such financial statements are not delivered prior to the date upon which the resultant Default shall become an Event of Default, then, effective upon such Default becoming an Event of Default, during the period from the date upon which such financial statements were required to be delivered until one Business Day following the date upon which they actually are delivered, the commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect1/2 of 1%.

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

Commitment Fee. The Borrower agrees to Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility Lender, in Dollars, in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the product of (i) the Applicable Rate with respect to Revolving Credit Loan commitment fees, times (ii) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment for the applicable Facility exceeds Commitments exceed the sum of (Ay) the Outstanding Amount of Revolving Credit Loans for such Facility and (Bz) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that (A) no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any commitment fee accrued with respect to any of the Commitments Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender Company so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Restatement Effective Date, and on the Maturity Date for the Revolving Credit CommitmentsDate. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.. For the avoidance of doubt, Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of computing the commitment fee in accordance with this Section 2.09(a). - 60 -

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

Commitment Fee. The Borrower agrees to Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (for such Facility the avoidance of doubt, excluding any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any commitment fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time; and provided, further, 95159948_7 that no commitment fee shall accrue on any of the Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsFacility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars (the "Commitment Fee") from the Agreement Effective Date to and including the Maturity Date, calculated at the then-current per annum Applicable Commitment Fee Percentage (calculated for actual days elapsed on the basis of a 360 day year) on the daily unborrowed portion of such Lender's Commitment (which is equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit difference between (a) such Lender's Commitment for the applicable Facility exceeds the sum of on such day and (Ab) the Outstanding Amount of Revolving Credit then outstanding Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect owed to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender plus the Lender's Percentage of any outstanding and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any undrawn Facility Letters of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and Credit) payable quarterly in arrears on the last Business Day day of each Marchcalendar quarter hereafter beginning June 30, June, September 2003 and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and ending on the Maturity Date for Date. Notwithstanding the Revolving Credit Commitmentsforegoing, all accrued Commitment Fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder. The commitment fee Swingline Commitment shall be calculated quarterly in arrears, and if there is any change treated in the Applicable Rate during any quarter, same fashion as the other Commitments for purposes of calculating the Commitment Fees and only the actual daily amount Swingline Loans outstanding on any day shall be computed and multiplied by included in the Applicable Rate separately for each period during aggregate amount of outstanding Loans owed to the Swingline Lender on such quarter that such Applicable Rate was in effectday.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of the Lenders a commitment fee, from the date hereof in the case of each Revolving Credit Initial Lender under and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each Facility other Lender until the Termination Date, payable in accordance with arrears on the date of the initial Borrowing hereunder, on the last Business Day of each March, June, September and December, commencing December 31, 1997, and on the Termination Date, equal to (i) the average daily Unused Working Capital Commitment of such Lender plus its Pro Rata Share of the average daily outstanding Swing Line Advances for the prior three month period (or other applicable share provided such shorter period for under this Agreementwhich such commitment fee is calculated) times (ii) (x) prior to the date on which the quarterly financial statements in respect of the fiscal quarter ending May 10, 1998 are delivered to the Administrative Agent pursuant to Section 5.03(c), 1/2 of 1% per annum and (y) thereafter, a commitment fee in Dollars equal percentage determined by reference to the Applicable Rate with respect to Revolving Credit Loan commitment feesLeverage Ratio as set forth on Schedule II; provided, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided however, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to (i) ▇▇▇▇▇▇▇▇▇ shall pay to the Administrative Agent for the account of each Revolving Credit AC Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable AC Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) Aggregate AC Commitments exceed the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; Committed AC Loans, subject to adjustment as provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderin Section 2.18. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date last day of the Availability Period. The commitment fee payable in respect of the AC Facility shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. (ii) ▇▇▇▇▇▇▇▇▇ shall pay to the Administrative Agent for the Revolving Credit Commitmentsaccount of each USD Lender in accordance with its Applicable USD Percentage, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate USD Commitments exceed the sum of (i) the Outstanding Amount of Committed USD Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.18. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate USD Commitments for purposes of determining the commitment fee. The commitment fee in respect of the USD Facility shall accrue at all times during the Availability Period (and thereafter so long as any Committed USD Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to times the actual daily amount by which the Revolving Credit Loan Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment feesfee. In addition, the Borrower shall pay to the Administrative Agent for the account of each Term Lender in accordance with its Applicable Percentage of the Term Facility, a commitment fee equal to the Applicable Rate times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) Term Commitments exceed the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderTerm Loans. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit Commitmentsrelevant Availability Period, including at any time during which one or more of the conditions in Article IV Section 4.02 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and Date, and, in the case of the commitment fee with respect to the Revolving Credit Facility, on the Maturity Date last day of the Availability Period for the Revolving Credit CommitmentsFacility or, in the case of the commitment fee with respect to the Term Facility, on the last day of the Availability Period for the Term Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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

Commitment Fee. The Borrower agrees to Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, Bank a commitment fee on the average daily unused portion of such Bank's Commitment, computed on a quarterly basis in Dollars equal arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, at a rate per annum specified for the Commitment fee in the definition of Applicable Amount. The Commitment Fee shall be in effect from the date the most recent certificate delivered pursuant to Section 4.1(g) or 6.2(a) is received by the Administrative Agent to but excluding the date the next such certificate is received; provided; however, that if the Company fails to timely deliver the next such certificate, the Commitment Fee from the date such certificate was due to but excluding the date such certificate is received by the Administrative Agent (the "Commitment Delinquent Period") shall be the higher of (a) the Commitment Fee already in effect and (b) the Commitment Fee as set forth in such certificate when received, retroactively applied to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no Delinquent Period. Such commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until to the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each Marchquarter commencing March 31, June1998, September and December, commencing with the first such date during the first full fiscal quarter final payment to occur after the Closing Date and be made on the Maturity Date Date; provided that, in connection with the termination of Commitments pursuant to Section 2.6 or Section 2.8(a), the accrued commitment fee calculated for the Revolving Credit Commitmentsperiod ending on such date shall also be paid on the date of the termination. The commitment fee fees provided in this Section shall be calculated quarterly accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectSection 4 are not met.

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

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) Aggregate Commitments exceed the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; Committed Loans, provided that that, any commitment fee accrued with respect to any of the Commitments Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Commitments Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, 2015 and June, September and December2015, 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 CommitmentsAvailability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower Company agrees to pay to the Administrative Agent at its Principal Office for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal U.S. Dollars, for the period from the Effective Date to the Applicable Termination Date, at the Commitment Fee Rate with respect in effect from time to time of such Lender’s Pro Rata Share (as adjusted from time to time) of the daily average unused amount of the Revolving Credit Loan Commitments; provided, that commitment feesfees shall cease to accrue on the Revolving Commitment of any Lender as of the date that such Lender that becomes Defaulting Lender; provided, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided however, that any commitment fee accrued with respect to any of the unfunded 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 Company so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Company prior to such time; and provided, further, that no commitment fee shall accrue on any time of the Commitments of such Lender becoming a Defaulting Lender so long as such Lender provided, further that the amount of outstanding Swing Line Loans shall not be considered usage of the Revolving Commitment for the purpose of calculating the Commitment Fee. Commitment fees shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and December, commencing with the first such date during the first full fiscal calendar quarter to occur after the Closing Date and on the Maturity Termination Date for the Revolving Credit Commitmentsany period then ending for which such commitment fees shall not have previously been paid. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, computed for the actual daily amount shall be computed and multiplied by number of days elapsed on the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectbasis of a year of 360 days.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars (the “Commitment Fee”) from the Agreement Effective Date to and including the Maturity Date, calculated at the then current per annum Applicable Commitment Fee Percentage (calculated for actual days elapsed on the basis of a 360 day year) on the daily unborrowed portion of such Lender’s Commitment (which is equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit difference between (a) such Lender’s Commitment for the applicable Facility exceeds the sum of on such day and (Ab) the Outstanding Amount of Revolving Credit then outstanding Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect owed to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender plus the Lender’s Percentage of any outstanding and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any undrawn Facility Letters of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit (“Unused Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and Amount”)) payable quarterly in arrears on the last Business Day day of each Marchcalendar quarter hereafter beginning December 31, June, September 2006 and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and ending on the Maturity Date for the Revolving Credit CommitmentsDate. The commitment fee Applicable Commitment Fee Percentage shall be calculated quarterly equal to 0.15% for any period during which the average daily Unused Facility Amount for all Lenders is less than fifty percent (50%) of the Aggregate Commitment and 0.25% in arrearsall other cases. Notwithstanding the foregoing, and if there is all accrued Commitment Fees shall be payable on the effective date of any change termination of the obligations of the Lenders to make Loans hereunder. The Swingline Commitment shall be treated in the Applicable Rate during any quarter, same fashion as the other Commitments for purposes of calculating the Commitment Fees and only the actual daily amount Swingline Loans outstanding on any day shall be computed and multiplied by included in the Applicable Rate separately for each period during aggregate amount of outstanding Loans owed to the Swingline Lender on such quarter that such Applicable Rate was in effectday.

Commitment Fee. The Borrower Seller agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, Buyer a commitment fee equal to (a) the Commitment Fee Percentage, multiplied by (b) the Committed Amount (the “Commitment Fee”), multiplied by (c) [***], such payment to be made in Dollars Dollars, in immediately available funds, without deduction, set off or counterclaim, to Buyer in nine (9) equal monthly payments which shall each be equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any Fee Monthly Installment Amount. The first installment of the Commitments Commitment Fee shall be payable on or prior to July 5, 2019, and each succeeding monthly installment shall be payable on the 15th day of each calendar month (or the next succeeding Business Day if such day is not a Defaulting Lender during Business Day) commencing in August 2019. Buyer may, in its sole discretion, net any installment of the period Commitment Fee then due and payable from the proceeds of any Purchase Price paid to Seller. In the event that the Termination Date is accelerated to a date which is prior to the time such Lender became a Defaulting Lender and unpaid at such time payment in full of all installments of the Commitment Fee, the Commitment Fee shall not be payable by on 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 Termination Date. Each installment of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV Commitment Fee is not met, and shall be due deemed to be fully earned as of the date hereof and non-refundable when paid. The term “Commitment Fee” as used in any Program Document or any amendment thereto shall include the original Commitment Fee, and any other commitment fees payable quarterly in arrears on connection with any extension of the last Business Day of each March, June, September Termination Date under the Agreement or increase in the Committed Amount under the Agreement or as otherwise agreed between Buyer and December, commencing Seller in connection with the first such date during Agreement and the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrearsother Program Documents, 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 effectamendments thereto.

Commitment Fee. The Commencing on the Closing Date, the Borrower agrees to shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreementthe Lenders, a non-refundable commitment fee in Dollars at a rate per annum equal to the Applicable Rate with respect to applicable rate based upon the table set forth below (the "Commitment Fee Rate") on the average daily unused portion of the Revolving Credit Loan commitment fees, times Commitment; provided that the actual daily amount by which of outstanding Swingline Loans shall not be considered usage of the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum purpose of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that calculating such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderfee. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date calendar quarter during the first full fiscal quarter to occur after the Closing Date term of this Agreement commencing December 31, 2002 and on the Maturity Date for the Revolving Credit CommitmentsMaturity Date. The Such commitment fee shall be calculated distributed by the Administrative Agent to the Lenders pro rata in accordance with the Lenders' respective Revolving Credit Commitment Percentages. The Commitment Fee Rate shall be determined and adjusted quarterly in arrearson each Calculation Date; provided, however, that (a) the initial Commitment Fee Rate shall be based on Pricing Level II (as shown below) and shall remain at Pricing Level II until receipt by the Administrative Agent of the Officer's Compliance Certificate for the period ended June 30, 2003 and thereafter the Pricing Level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if there is any change in the Applicable Rate during any quarterBorrower fails to provide the Officer's Compliance Certificate as required by Section 8.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the actual daily amount Commitment Fee Rate from such Calculation Date shall be computed and multiplied based on Pricing Level IV (as shown below) until such time as an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Applicable Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Commitment Fee Rate separately for each period during such quarter that such Applicable Rate was in effect.shall be effective from one Calculation Date until the next Calculation Date. PRICING LEVEL LEVERAGE RATIO COMMITMENT FEE RATE II Greater than 2.00 to 1.00 0.500% I Less than or equal to 2.00 0.375%

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

Commitment Fee. The Borrower Company agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Company prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Amendment No. 18 Effective Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Amendment No. 18 Effective Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Fee Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (Ai) the Outstanding Amount of Revolving Credit Loans for such Facility and (Bii) the Outstanding Amount of L/C Obligations for such Facility; Obligations, subject to adjustment as provided that any commitment fee accrued with respect to any in Section 2.17. For the avoidance of doubt, the Commitments Outstanding Amount of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Swing Line Loans shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any counted towards or considered usage of the Aggregate Commitments for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the commitment fee. The commitment fee on shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each Revolving Credit Facility period during such quarter that such Applicable Fee Rate was in effect. The commitment fee shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last first Business Day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date last day of the Availability Period for the Revolving Credit CommitmentsFacility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect.

Commitment Fee. The Borrower agrees to Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementShare, a commitment fee in Dollars equal to 40% of the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such FacilityObligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender, Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower Borrowers prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility fees shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit CommitmentsDate, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Date, and on the Maturity Date for the Revolving Credit CommitmentsDate. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each 105 Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fee. The Borrower agrees to shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this AgreementApplicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) equal to a percentage per annum determined from the Applicable Rate with respect to Revolving Credit Loan commitment feesfollowing grid (the “Commitment Fee Rate”) using the Consolidated Leverage Ratio for the Measurement Period most recently ended, times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds then Aggregate Commitments exceed the sum of (Ai) the Outstanding Amount principal amount of Revolving Credit Loans for such Facility (including Swing Line Loans), then outstanding, and (Bii) the Outstanding Amount of then L/C Obligations Credit Extensions; provided, however, that in the event that any financial statement or Compliance Certificate delivered in connection with Section 6.01(a) or (b) is shown to be inaccurate during the term of this Agreement (regardless of whether the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Commitment Fee Rate for any period (an “Applicable Period”) than the Commitment Fee Rate applied for such Facility; provided that Applicable Period, and only in such case, then the Borrower shall promptly, but in any commitment fee accrued with respect event within fifteen (15) Business Days, (a) deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (b) determine the Commitment Fee Rate for such Applicable Period based upon the corrected Compliance Certificate, and (c) promptly, but in any event within fifteen (15) Business Days, pay to the Administrative Agent the additional Commitment Fee owing as a result of such increased Commitment Fee Rate for such Applicable Period. The preceding sentence is in addition to all other rights of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender Administrative Agent and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderLenders provided for under this Agreement. The commitment fee on each Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit CommitmentsAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last first Business Day after the end of each March, June, September and Decembercalendar quarter, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date Amendment No. 2 Effective Date, and on the Maturity Date for last day of the Revolving Credit CommitmentsAvailability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.Greater than 3.0x 0.25% Less than or equal to 3.0x 0.20%

Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility a Commitment Fee, which shall accrue at the Applicable Percentage (on an annualized basis but determined daily in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to Schedule I) on the Applicable Rate with respect to Revolving Credit Loan commitment fees, times the actual average daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Commitments unused Revolving Commitment of a Defaulting such Lender during the period prior Availability Period; provided, that if such Lender continues to have any Revolving Credit Exposure after the Commitment Termination Date, then the Commitment Fee shall continue to accrue on the amount of such Lender’s unused Revolving Commitment from and after the Commitment Termination Date to the time date that all of such Lender became a Defaulting Lender and unpaid at such time Lender’s Revolving Credit Exposure has been paid in full. Accrued 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 provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year and on the Commitment Termination Date, commencing with on the first such date during the first full fiscal quarter to occur after the Closing Date; provided further, that any Commitment Fees accruing after the Commitment Termination Date and shall be payable on the Maturity Date for demand. For purposes of computing Commitment Fees with respect to the Revolving Credit Commitments, the Revolving Commitment of each Lender shall be deemed used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender. Loans under the Swingline Commitment shall not be deemed usage under the Revolving Commitment. The commitment fee Commitment Fee shall initially be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect0. 50%.