Common use of Commitment Fee Clause in Contracts

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee.

Commitment Fee. The U.S. Borrowers and the Dutch Borrower jointly and severally agree to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by with respect to the Revolving Credit Loan commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment under such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans under such Facility and (B) in the case of the Tranche A Revolving Credit Facility only, the Outstanding Amount of L/C Obligations; 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 Borrowers any Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers 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 the each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the applicable Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the each Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree to pay, on a joint and several basis, pay to the Administrative Agent for the account of each any Revolving Credit Lender under each Class of Revolving Credit Commitments in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the product of the Applicable Rate multiplied by with respect to unused Revolving Credit Commitment fees for such Class and the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Class of Revolving Credit Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Class of Revolving Credit Commitments and (B) the Outstanding Amount of L/C ObligationsObligations for such Class of Revolving Credit Commitments; provided, 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the each Class of Revolving Credit Commitments (unless otherwise specified in the relevant Additional Facility Joinder Agreement, Extension Amendment or Refinancing Amendment) shall accrue at all times starting from the Closing Date until the Maturity Date for first day of the Revolving Credit FacilityAvailability Period for such Class until the earlier of (x) the last day of the Revolving Credit Availability Period for such Class of Revolving Credit Commitments, and (y) the date of the termination of the Revolving Credit Commitments of such Class, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable (i) quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, first day of the Revolving Credit Availability Period for such Class of Revolving Credit Commitments and (ii) on the earlier of (x) the Maturity Date for such Class of Revolving Credit Commitments and (y) the date of the termination of the Revolving Credit FacilityCommitments of such Class. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Class of Revolving Credit Commitments in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the product of the Applicable Rate multiplied by with respect to unused Revolving Credit Commitment fees for such Class and the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Class of Revolving Credit Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Class of Revolving Credit Commitments and (B) the Outstanding Amount of L/C ObligationsObligations for such Class of Revolving Credit Commitments; provided, 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the each Class of Revolving Credit Commitments (unless otherwise specified in the relevant Additional Facility Joinder Agreement, Extension Amendment or Refinancing Amendment) shall accrue at all times starting from the Closing Date until the Maturity Date for first day of the Revolving Credit FacilityAvailability Period for such Class, until the earlier of (x) the last day of the Revolving Credit Availability Period for such Class of Revolving Credit Commitments and (y) the date of the termination of the Revolving Credit Commitments of such Class, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable (i) quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Datefirst day of the Revolving Credit Availability Period for such Class of Revolving Credit Commitments, and (ii) on the earlier of (x) the Maturity Date for such Class of Revolving Credit Commitments and (y) the date of the termination of the Revolving Credit FacilityCommitments of such Class. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; 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 Borrowers 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 Borrowers 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 the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee.

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareRevolving Commitment Percentage, a commitment fee (the “Commitment Fee”) equal to the product of (x) the Applicable Rate multiplied by Margin times (y) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment Commitments exceeds the sum of (A) the Outstanding Amount of Total Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; providedOutstandings, that any commitment fee accrued with respect subject 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 Borrowers so long adjustments 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 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 Lenderprovided in Section 2.16. The commitment fee on the Revolving Credit Facility Commitment Fee shall accrue at all times from the Closing Date until the Maturity Date for during the Revolving Credit FacilityCommitment Period, including at any time during which one or more of the conditions in Article IV Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Credit FacilityCommitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The commitment fee Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. For the avoidance of doubtpurposes hereof, the Outstanding Amount of Swing Line Swingline Loans shall not be counted towards toward or be considered as usage of the Aggregate Commitments for purposes of determining the commitment feeRevolving Commitments.

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Percentage, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Rate multiplied by times (ii) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided, that any commitment fee accrued with respect subject to any adjustment as provided in Section 2.15. For the avoidance of doubt, the Commitments Outstanding Amount of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Swing Line Loans shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers 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 the Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit FacilityAvailability Period, including at any time during which one or more of the conditions in Article IV V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for last day of the Availability Period; provided, that (A) no Commitment Fee shall accrue on the Revolving Credit FacilityCommitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) subject to Section 2.15, any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The commitment fee Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 Borrowers agree to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Class of Revolving Credit Commitments in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Rate multiplied by Margin with respect to Revolving Credit Loan commitment fees for such Class times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Class of Revolving Credit Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Class of Revolving Credit Commitments and (B) the Outstanding Amount of L/C ObligationsObligations for such Class of Revolving Credit Commitments; 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the each Class of Revolving Credit Facility Commitments shall accrue at all times from the Closing Date until the Maturity Date for the such Class of Revolving Credit FacilityCommitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the such Class of Revolving Credit FacilityCommitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. 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 Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; 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 Borrowers 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 Borrowers 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 the Revolving Credit Facility shall accrue at all times from the Closing Date until the applicable Maturity Date for the Original Maturity Revolving Credit FacilityFacility and from the Restatement Date until the applicable Maturity Date for the Extended Maturity Revolving Credit Facility , including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the applicable Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Priority Revolving Agent for the account of each Revolving Credit Lender under each Revolving Facility in accordance with its Pro Rata ShareApplicable Percentage, a commitment fee equal to the Applicable applicable Commitment Fee Rate multiplied by times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Aa) the Outstanding Amount of Revolving Credit Loans (for the avoidance of doubt, excluding any Swing Line Loans) and (Bb) the Outstanding Amount of L/C Obligations; provided, 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 Borrowers 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 Borrowers 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 the each Revolving Credit Facility Commitment shall accrue at all times from the Closing Date (or date of initial effectiveness, as applicable) (and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Closing Date Revolving Facility shall accrue from the Closing Date) until the Maturity Date for the applicable Revolving Credit FacilityCommitment, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date to occur after the Closing DateDecember 31, 2019, and on the Maturity Date for the such Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect. 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 Borrowers agree to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under the applicable Revolving Credit Facility in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate multiplied by 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, and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 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 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 the each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit FacilityCommitments, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with on the last Business Day of the first such date to occur full fiscal quarter ending after the Closing Date, and on the Maturity Date for the Revolving Credit FacilityCommitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Revolving Facility in accordance with its Pro Rata ShareApplicable Percentage, a commitment fee equal to the Applicable applicable Commitment Fee Rate multiplied by times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Aa) the Outstanding Amount of Revolving Credit Loans and (Bb) the Outstanding Amount of L/C Obligations; provided, 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 Borrowers 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 Borrowers 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 the each Revolving Credit Facility Commitment shall accrue at all times from the Closing Date (or date of initial effectiveness, as applicable) (and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Closing Date Revolving Facility shall accrue from the Closing Date) until the Maturity Date for the applicable Revolving Credit FacilityCommitment, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date to occur after the Closing Datelast Business Day of June 30, 2017, and on the Maturity Date for the such Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect. 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 Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareRevolving Commitment Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Rate multiplied by Margin of the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment Commitments exceeds the sum of (A) the Outstanding Amount of Total Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; providedOutstandings, that any commitment fee accrued with respect subject 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 Borrowers so long adjustments 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 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 Lenderprovided in Section 2.16. The commitment fee on the Revolving Credit Facility Commitment Fee shall accrue at all times from the Closing Date until the Maturity Date for during the Revolving Credit FacilityCommitment Period, including at any time during which one or more of the conditions in Article IV Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Credit FacilityCommitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The commitment fee Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. For the avoidance of doubtpurposes hereof, the Outstanding Amount of Swing Line Swingline Loans shall not be counted towards toward or be considered as usage of the Aggregate Commitments for purposes of determining the commitment feeRevolving Commitments.

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Agent for the account of each (i) Dollar Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by with respect to commitment fees times the actual daily amount by which the aggregate Dollar Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Dollar Revolving Credit Loans and (B) the Outstanding Amount of Dollar L/C Obligations; provided, provided that any commitment fee accrued with respect to any of the Dollar Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers 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 Borrowers Borrower prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Dollar Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii) Alternative Currency Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Alternative Currency Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Alternative Currency Revolving Credit Loans and (B) the Outstanding Amount of Alternative Currency L/C Obligations; provided that any commitment fee accrued with respect to any of the Alternative Currency Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no commitment fee shall accrue on any of the Alternative Currency Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on the Revolving Credit Facility fees shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit FacilityFacilities, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit FacilityFacilities. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by then in effect for the applicable Class or Classes of such Revolving Credit Lender’s Revolving Credit Commitments times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 Borrowers 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 Borrowers 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 the Revolving Credit Facility shall accrue at all times from the Closing Restatement Effective Date until the applicable Maturity Date for the Original Maturity Revolving Credit FacilityFacility and the Extended Maturity Revolving Credit Facility as the case may be, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Original Closing Date, and on the Maturity Date for the applicable Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Class of the Revolving Facility in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable applicable Commitment Fee Rate multiplied by with respect to such Class of the Revolving Facility times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Class of the Revolving Facility exceeds the sum of (Aa) the Outstanding Amount of Revolving Credit Loans (for the avoidance of doubt, excluding any Swing Line Loans) for such Class of the Revolving Facility and (Bb) the Outstanding Amount of L/C ObligationsObligations for such Revolving Facility; provided, provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender under such Class of the Revolving Facility during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers 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 Borrowers Borrower prior to such time; and provided, further, provided further that no commitment fee shall accrue on any of the Commitments under any Class of the Revolving Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Class of the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the applicable Class of the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date to occur after the Closing Datelast Business Day of September, 2015, and on the Maturity Date for such Class of the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect. 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Revolver Agent for the account of each Revolving Credit Lender under the Revolving Facility in accordance with its Pro Rata ShareApplicable Percentage, a commitment fee equal to the Applicable applicable Commitment Fee Rate multiplied by times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Aa) the Outstanding Amount of Revolving Credit Loans (for the avoidance of doubt, excluding any Swing Line Loans) and (Bb) the Outstanding Amount of L/C Obligations; provided, 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 Borrowers 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 Borrowers 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 the each Revolving Credit Facility Commitment shall accrue at all times from the Closing Date (or date of initial effectiveness, as applicable) (and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Closing Date Revolving Facility shall accrue from the Closing Date) until the Maturity Date for the applicable Revolving Credit FacilityCommitment, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date to occur after the Closing DateDecember 31, 2022, and on the Maturity Date for the such Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect. 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Lender that has a Revolving Credit Lender in accordance with its Pro Rata ShareLoan Commitment, for each day during the period (including any portion thereof when any of the Lenders' Revolving Loan Commitments are suspended by reason of the Borrower's inability to satisfy any condition of Article V) commencing on the Closing Date and continuing to but excluding the Revolving Loan Commitment Termination Date, a commitment fee on such Lender's Percentage of the unused portion, whether or not then available, of the Revolving Loan Commitment Amount (net of Letter of Credit Outstandings) for such day at a rate per annum equal to the Applicable Rate multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided, that any Fee for such day. Such commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly Borrower in arrears on the last Business Day of each March, June, September and DecemberQuarterly Payment Date, commencing with the first such date to occur after day following the Closing Date, and on the Maturity Date for the Revolving Credit FacilityLoan Commitment Termination 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. For the avoidance of doubt, the Outstanding Amount making of Swing Line Loans shall not be counted towards or considered constitute usage of the Aggregate Commitments Revolving Loan Commitment with respect to the calculation of commitment fees to be paid by the Borrower to the Lenders. Any term or provision hereof to the contrary notwithstanding, commitment fees payable for purposes any period prior to the Closing Date shall be payable in accordance with the Fee Letter. Payments by the Borrower to the Swing Line Lender in respect of determining accrued interest on Swing Line Loans shall be net of the commitment feefee payable in respect of the Swing Line Lender's Revolving Loan Commitment.

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Revolving Facility in accordance with its Pro Rata ShareApplicable Percentage, a commitment fee equal to the Applicable applicable Commitment Fee Rate multiplied by times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Aa) the Outstanding Amount of Revolving Credit Loans (for the avoidance of doubt, excluding any Swing Line Loans) and (Bb) the Outstanding Amount of L/C Obligations; provided, 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers 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 the each Revolving Credit Facility Commitment shall accrue at all times from the Closing Date (or date of initial effectiveness, as applicable) (and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Revolving Facility shall accrue from the Closing Date) until the Maturity Date for the applicable Revolving Credit FacilityCommitment, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date to occur after the Closing DateMarch 31, 2021, and on the Maturity Date for the such Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect. 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 Borrowers agree to pay, on a joint and several basis, Company shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Rate multiplied by times (ii) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Ay) the Outstanding Amount of Revolving Credit Loans and (Bz) the Outstanding Amount of L/C Obligations; provided, that any commitment fee accrued with respect subject to any adjustment as provided in Section 2.15. For the avoidance of doubt, the Commitments Outstanding Amount of a Defaulting Lender during Swing Line Loans and the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Outstanding Amount of Dutch Swing Line Loans shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers 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 the Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit FacilityAvailability Period, including at any time during which one or more of the conditions in Article IV V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for Date; provided, that (A) no Commitment Fee shall accrue on the Revolving Credit FacilityCommitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender. The commitment fee Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Working Capital RC Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Working Capital RC Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Working Capital RC Loans and (B) the Outstanding Amount of L/C Obligations; provided, provided that any commitment fee accrued with respect to any of the Working Capital RC Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers 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 Borrowers Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Working Capital RC Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on the Revolving Credit Facility shall accrue at all times from the Closing Date date hereof until the Maturity Date for the Revolving Credit Working Capital RC Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Working Capital RC Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Payment Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee for the period from and including the Closing Date to but not including the last day of the Availability Period, computed at a rate equal to the Applicable Commitment Fee Rate multiplied by times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (A) the Outstanding Amount Amounts of the Revolving Credit Loans and (B) the Outstanding Amount of Revolving L/C Obligations; provided, 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 Borrowers 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 Borrowers 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 the Revolving Credit Facility shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit FacilityAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last fifth Business Day following receipt by the Borrower of each March, June, September and Decemberan invoice with appropriate back up, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit FacilityTermination Date. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee.

Commitment Fee. The U.S. Borrowers and the Dutch Borrower jointly and severally agree to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by with respect to Revolving Credit Loan commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment under such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans under such Facility and (B) in the case of the Tranche A Revolving Credit Facility only, the Outstanding Amount of L/C Obligations; 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 Borrowers any Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers 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 the each Revolving Credit Facility shall accrue at all times from the Closing Date date hereof until the Maturity Date for the applicable Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the each Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree (i) US Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit US Lender in accordance with its Pro Rata Share, a commitment fee (the “US Commitment Fee”) equal to the Applicable Rate multiplied by Fee per annum on the actual average daily unused amount by which the aggregate Revolving Credit of each US Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided, that any commitment fee accrued with respect to any of the Commitments of a Defaulting such US Lender during the period prior from and including the date hereof to but excluding the time date on which such Lender became a Defaulting Lender and unpaid at such time US Commitment terminates. Accrued US Commitment Fees shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears (i) on the last Business Day of each March, June, September and DecemberDecember of each year, commencing with on the first such date to occur after the Closing Datedate hereof, and (ii) on the Maturity Date for the Revolving Credit Facilitydate on which such US Commitment terminates. 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 US Commitment Fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing US Commitment Fees with respect to US Revolving Commitments, a US Revolving Commitment of a US Lender shall be deemed to be used to the extent of the outstanding US Revolving Loans of such US Lender (and the Swingline Exposure of such US Lender shall be disregarded for such purpose). The US Commitment Fee shall be paid on the dates due, in immediately available funds in US Dollars, to the Administrative Agent for distribution, if and as appropriate, among the US Lenders. (ii) Canadian Borrower agrees to pay to the Canadian Lender a commitment fee (the “Canadian Commitment Fee”) equal to the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For Fee per annum on the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage average daily unused amount of the Aggregate Commitments Canadian Lender’s Canadian Commitment during the period from and including the date hereof to but excluding the date on which such Canadian Commitment terminates. Accrued Canadian Commitment Fees shall be payable in arrears (i) on the last Banking Day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and (ii) on the date on which such Canadian Commitment terminates. Canadian Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for purposes the actual number of determining days elapsed (including the commitment feefirst day but excluding the last day). The Canadian Commitment Fee shall be paid on the dates due, in immediately available funds in US Dollars.

Commitment Fee. The Borrowers agree to pay, on a joint jointly and several basis, severally shall pay to the Administrative Agent (i) in connection with the WC Loans, for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Percentage of the Aggregate WC Commitment, a commitment fee equal to the Applicable WC Rate multiplied by times the actual daily amount during each calendar month or portion thereof from the Closing Date to the Maturity Date by which the aggregate Revolving Credit Aggregate WC Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) as in effect on such date minus the Outstanding Amount of L/C Obligations; provided, that any commitment fee accrued Obligations with respect to any WC Letters of Credit exceeds the Commitments Total WC Outstandings for WC Loans during such calendar month (and, for the 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 counted towards or considered usage of the Borrowers so long as such Aggregate WC Commitments for purposes of determining the commitment fee under this Section 2.08(a)(i)); (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 date minus the Outstanding amount of L/C Obligations with respect to Revolver Letters of Credit exceeds the Total Revolver Outstandings during such calendar month; and (iii) in connection with the WC Interim Loans, for the account of each Lender in accordance with its Applicable Percentage of the Aggregate WC Interim Commitment, a commitment fee shall otherwise have been due and payable equal to the Applicable WC Interim Rate times the actual daily amount during each calendar month or portion thereof from the WC Interim Effective Date to the Maturity Date by which the Borrowers prior Aggregate WC Interim Commitment as in effect on such date minus the Outstanding Amount of L/C Obligations with respect to WC Interim Letters of Credit exceeds the Total WC Interim Outstandings for WC Interim Loans 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 the Revolving Credit Facility shall accrue at all times from during the Closing Date until Availability Period or the Maturity Date for the Revolving Credit FacilityWC Interim Availability Period, as applicable, including 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 to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment feeDate.

Commitment Fee. The Borrowers agree With respect to payeach Class of Revolving Credit Commitments, on a joint and several basis, the Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender under such Class of Revolving Credit Commitments then in effect in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees then in effect for such Class of Revolving Credit Commitments, multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for such Class exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (excluding, for the avoidance of doubt, Swing Line Loans) under such Class and (B) the Outstanding Amount of L/C ObligationsObligations for such Class (but not, for the avoidance of doubt, the Outstanding Amount of Swing Line Loans); provided, 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 Borrowers 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 Borrowers 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 the fees for any Revolving Credit Facility shall accrue at all times from the Closing Date (or from the date on which the applicable Revolving Credit Commitments come into effect in accordance with the terms hereof) until the Maturity Date for the such Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Datelast Business Day of December 2021, and on the Maturity Date for the applicable Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Class of Revolving Credit Commitments in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Rate multiplied by with respect to Revolving Credit Loan commitment fees for such Class times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Class of Revolving Credit Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Class of Revolving Credit Commitments and (B) the Outstanding Amount of L/C ObligationsObligations for such Class of Revolving Credit Commitments; 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the each Class of Revolving Credit Commitments (unless otherwise specified in the relevant Additional Facility Joinder Agreement, Extension Amendment or Refinancing Amendment) shall accrue at all times from the Closing Date funding date for such Class or, in the case of the Class A Initial Revolving Credit Commitments, the date on which that certain revolving credit facility agreement dated December 31, 2014 (as amended from time to time) between, among others, the Company, the Original Borrower, and BNP Paribas as agent, was cancelled and all outstanding amounts thereunder were repaid on full, until the date falling thirty (30) days prior to the Maturity Date for the such Class of Revolving Credit FacilityCommitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Datefunding date for such Class, and on the Maturity Date for the such Class of Revolving Credit FacilityCommitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent in Dollars for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareLender, a commitment fee equal to the Applicable Rate multiplied by the actual daily amount by which the aggregate as consideration for such Lender's Revolving Credit Commitment exceeds hereunder, a nonrefundable commitment fee (the sum "Commitment Fee"), calculated on a per annum (365 or 366 days, as appropriate, and actual days elapsed) basis at the Applicable Commitment Fee Rate from time to time on the average daily difference between the amount of (Aa) such Lender's Revolving Credit Commitment as the same may be constituted from time to time and (b) the Outstanding Amount principal amount of such Lender's Ratable Share of Revolving Credit Loans and Facility Usage, in each case, as determined for the immediately preceding fiscal quarter (B) or shorter period commencing with the Outstanding Amount of L/C ObligationsClosing Date or ending with the Expiration Date); provided, however, that any commitment fee Commitment Fee accrued with respect to any of the Commitments Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers Borrower so long as such Lender shall be is a Defaulting Lender except to the extent that such commitment fee Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; and provided, further, provided further that no commitment fee Commitment Fee shall accrue on any of the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be is a Defaulting Lender. The commitment fee on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and All Commitment Fees shall be due and payable quarterly in arrears on the last Business Day first day of each MarchJanuary, JuneApril, September July and DecemberOctober for the immediately preceding quarter, commencing with the first such date to occur after of each reduction of the Closing DateRevolving Credit Commitments, and on the Maturity Expiration Date for or upon acceleration of the Notes. For purposes of this computation, PNC Bank's outstanding Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in 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 feeCommitment.

Commitment Fee. The Borrowers agree With respect to payeach Revolving Credit Facility, on a joint and several basis, the Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender for such Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by with respect to commitment fees then in effect for the applicable Class or Classes of such Revolving Credit Lender’s Revolving Credit Commitments times the actual daily amount by which the aggregate Revolving Credit Commitment for such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; provided, 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 Borrowers 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 Borrowers 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 the fees for a Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit such Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit such Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Rate multiplied by as set forth in the actual definition thereof with respect to commitment fees for such Facility times the average daily amount by which the aggregate Revolving Credit Commitment for such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligationsfor such Facility; 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual average daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Rate multiplied by with respect to Revolving Credit Loan commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) for such Facility and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; provided, 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 Borrowers 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 Borrowers 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 the each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee.

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareShare of the Revolving Credit Commitments, a commitment fee equal to the Applicable Rate multiplied by with respect to commitment fees in respect of such Revolving Credit Commitments times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; 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 Borrowers 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 Borrowers 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 the Revolving Credit Facility shall accrue at all times from the Closing Sixth Amendment Effective Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV 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 to occur after the Closing Date, Sixth Amendment Effective Date and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly (or in respect of any shorter period for which commitment fees are required to be paid) in arrears, and if there is any change in the Applicable Rate during any quarterquarter (or any such shorter period), the actual daily 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareLender, a commitment fee (the “Commitment Fee”), which shall accrue at a rate per annum equal to the Applicable Rate multiplied by Margin on the actual average daily unused amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided, that any commitment fee accrued with respect to any of the Commitments Revolving Commitment of a Defaulting such Revolving Lender during the period prior from and including the date on which this Credit Agreement becomes effective pursuant to Section 10.6(a) to but excluding the date on which such Revolving Commitment terminates; provided that, if such Revolving Lender continues to have any Revolving Exposure after its Revolving Commitment terminates, the Commitment Fee shall continue to accrue on the daily amount of such Revolving Lender’s Revolving Exposure from and including the date on which such Revolving Lender’s Revolving Commitment terminates to but excluding the date on which such Revolving Lender ceases to have any Revolving Exposure. For purposes of computing Commitment Fees, the Revolving Commitment of any Revolving Lender shall be deemed to be used to the time such Lender became a Defaulting Lender and unpaid extent of the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s L/C Exposure. Accrued Commitment Fees shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year, each date on which the Revolving Commitments are permanently reduced and on the date on which the Revolving Commitments terminate, commencing with on the first such date to occur after the Closing Agreement Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount All Commitment Fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For actual number of days elapsed (including the avoidance of doubt, first day but excluding 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 feelast day).

Commitment Fee. The Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent (a) for the account of each Lender that has a Revolving Credit Lender in accordance with its Pro Rata ShareA-1 Loan Commitment, for the period (including any portion thereof when any of the Lender’s Commitments are suspended by reason of the Borrower’s inability to satisfy any condition of Article V) commencing on the 2010 Loan Modification Effective Date and continuing through the Revolving A-1 Loan Commitment Termination Date, a commitment fee at a rate per annum equal to the Applicable Rate multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Fee Margin, in each case on such Lender’s Percentage of the sum of the average daily unused portion of the applicable Revolving Loan Commitment Amount attributable to Revolving A-1 Loan Commitments (Anet of Letter of Credit Outstandings attributable to Revolving A-1 Loan Commitments), (b) for the Outstanding Amount account of each Lender that has a Revolving Credit Loans and A-2 Loan Commitment, for the period (B) the Outstanding Amount of L/C Obligations; provided, that including any commitment fee accrued with respect to portion thereof when any of the Lender’s Commitments are suspended by reason of the Borrower’s inability to satisfy any condition of Article V) commencing on the Restatement Effective Date and continuing through the Revolving A-2 Loan Commitment Termination Date, a Defaulting Lender during the period prior commitment fee at a rate per annum equal to the time Applicable Commitment Fee Margin, in each case on such Lender’s Percentage of the sum of the average daily unused portion of the applicable Revolving Loan Commitment Amount attributable to Revolving A-2 Loan Commitments (net of Letter of Credit Outstandings attributable to Revolving A-2 Loan Commitments), (c) for the account of each Lender became that has an Other Revolving Loan Commitment as provided for in the applicable Loan Modification Agreement and (d) for the account of each Lender that has a Defaulting Lender and unpaid at such time Designated Additional Revolving Loan Commitment as determined pursuant to Section 2.1.6(a). The commitment fees shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly Borrower 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 Quarterly Payment Date, and on the Maturity Date for Revolving A-1 Loan Commitment Termination Date, the Revolving Credit FacilityA-2 Loan Commitment Termination Date, the Other Revolving Loan Termination Date or the Designated Additional Revolving Loan Termination Date, as the case may be. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 making of Swing Line Loans by the Swing Line Lender shall not be counted towards or considered constitute the usage of the Aggregate Commitments for purposes of determining Revolving Loan Commitment with respect to the Swing Line Lender only and the commitment feefees to be paid by the Borrower to the Lenders (other than the Swing Line Lender) shall be calculated and paid accordingly.

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

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under the applicable Revolving Credit Facility in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Commitment Fee Rate multiplied by with respect to Revolving Credit Loan, times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for the applicable Revolving Credit Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility, and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 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 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 the each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit FacilityCommitments, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing DateMarch 31, 2020 and on the Maturity Date for the Revolving Credit FacilityCommitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect. 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Commitment Fee Rate multiplied by 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 ObligationsObligations for such Facility; 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 Borrowers 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 Borrowers 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 the each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect. 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 Borrowers Borrowers, jointly and severally, agree to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Lender, for the period (including any portion thereof when any of its Commitments are suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) (a) commencing on the Closing Date and continuing through the earlier of (i) the Acquisition Date and (ii) the Revolving Credit Lender in accordance with its Pro Rata ShareLoan Commitment Termination Date, a commitment fee in an amount per annum equal to 0.50% on such Lender’s Percentage of the sum of the average daily unused portion of the Revolving Loan Commitment Amount less the average daily amount of the Letter of Credit Outstandings; (b) commencing on the date on which such Lender becomes a “Lender of Record” in respect of the Delayed Draw Term B Commitment and continuing through the earlier of (i) the Acquisition Date and (ii) the Delayed Draw Term B Commitment Termination Date, a commitment fee in an amount per annum equal to 1.00% on such Lender’s Percentage of the sum of the average daily unused portion of the Delayed Draw Term B Commitment Amount; and (c) commencing on the Acquisition Date and continuing through the Revolving Loan Commitment Termination Date, a commitment fee in an amount per annum equal to the Applicable Rate multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Fee on such Lender’s Percentage of the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided, that any commitment fee accrued with respect to any average daily unused portion of the Commitments applicable Commitment Amount less the average daily amount of a Defaulting Lender during the period prior Letter of Credit Outstandings. All commitment fees payable pursuant to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender this Section shall be calculated on a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due year comprised of 360 days and payable by the 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 the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on (a) the last Business Day Revolving Loan Commitment Termination Date, in the case of clause (a) above, (b) the Delayed Draw Term B Commitment Termination Date, in the case of clause (b) above and (c) each MarchQuarterly Payment Date, June, September and Decemberin the case of clause (c) above, commencing with the first such date to occur after Quarterly Payment Date following the Closing Effective Date, and on the Maturity Date for the Revolving Credit FacilityLoan Commitment Termination 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. For the avoidance of doubt, the Outstanding Amount making of Swing Line Loans shall not be counted towards or considered constitute usage of the Aggregate Commitments for purposes Revolving Loan Commitment with respect to the calculation of determining commitment fees to be paid by the commitment feeBorrowers to the Lenders.

Commitment Fee. The Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Revolving Facility in accordance with its Pro Rata ShareApplicable Percentage, a commitment fee equal to the Applicable applicable Commitment Fee Rate multiplied by times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Aa) the Outstanding Amount of Revolving Credit Loans and (Bb) the Outstanding Amount of L/C Obligations; provided, 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 Borrowers 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 Borrowers 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 the each Revolving Credit Facility Commitment shall accrue at all times from the Closing Date (or date of initial effectiveness, as applicable) (and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Closing Date Revolving Facility shall accrue from the Closing Date) until the Maturity Date for the applicable Revolving Credit FacilityCommitment, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date to occur after the Closing DateDecember 29, 2017, and on the Maturity Date for the such Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect. 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 Borrowers agree to pay, on a joint and several basis, Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareShare of the Revolving Credit Commitments, a commitment fee equal to the Applicable Rate multiplied by with respect to commitment fees in respect of such Revolving Credit Commitments times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; 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 Borrowers 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 Borrowers 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 the Revolving Credit Facility shall accrue at all times from the Closing Fourth Amendment Effective Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV 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 to occur after the Closing Date, Fourth Amendment Effective Date and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly (or in respect of any shorter period for which commitment fees are required to be paid) in arrears, and if there is any change in the Applicable Rate during any quarterquarter (or any such shorter period), the actual daily 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 Borrowers agree to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Class of Revolving Credit Commitments in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Rate multiplied by Margin with respect to unused Revolving Credit Commitments for such Class times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Class of Revolving Credit Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Class of Revolving Credit Commitments and (B) the Outstanding Amount of L/C ObligationsObligations for such Class of Revolving Credit Commitments; 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the each Class of Revolving Credit Facility Commitments shall accrue at all times from the Closing Date until the Maturity Date for the such Class of Revolving Credit FacilityCommitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the such Class of Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment feeCommitments.

Commitment Fee. The Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under the applicable Revolving Credit Facility in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Commitment Fee Rate multiplied by with respect to Revolving Credit Loans, times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for the applicable Revolving Credit Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility, and (B) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 Borrowers 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 Borrowers 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 the each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit FacilityCommitments, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing DateSeptember 30, 2021 and on the Maturity Date for the Revolving Credit FacilityCommitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect. 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 Borrowers agree With respect to payeach Class of Revolving Credit Commitments, on a joint and several basis, the Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender under such Class of Revolving Credit Commitments then in effect in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees then in effect for such Class of Revolving Credit Commitments, multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for such Class exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (excluding, for the avoidance of doubt, Swing Line Loans) under such Class and (B) the Outstanding Amount of L/C ObligationsObligations for such Class (but not, for the avoidance of doubt, the Outstanding Amount of Swing Line Loans); provided, 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 Borrowers 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 Borrowers 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 the fees for any Revolving Credit Facility shall accrue at all times from the Closing Date (or from the date on which the applicable Revolving Credit Commitments come into effect in accordance with the terms hereof) until the Maturity Date for the applicable Class under each Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Datelast Business Day of December 2021, and on the Maturity Date for the applicable Class under each Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Revolver Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; 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 Borrowers 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 Borrowers 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 the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee.

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, Company shall pay to the Administrative Agent (x) for the account of each Multicurrency Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Revolving Credit Percentage, a commitment fee (the ““Multicurrency Commitment Fee””) in Dollars calculated on a daily basis equal to the Applicable Rate multiplied by as of such day times the actual daily amount by which the aggregate Aggregate Multicurrency Revolving Credit Commitment exceeds Commitments exceed the sum as of such day of (Ai) the Outstanding Amount of Multicurrency Revolving Credit Loans and (Bii) the Outstanding Amount of L/C Obligations; provided, that any commitment fee accrued Obligations with respect to any Multicurrency Letters of Credit, subject to adjustment as provided in Section 2.18 and (y) for the Commitments account of each USD Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a Defaulting Lender during commitment fee (the period prior ““USD Commitment Fee””, and together with the Multicurrency Commitment Fee, the ““Commitment Fee””) in Dollars calculated on a daily basis equal to the time Applicable Rate as of such Lender became a Defaulting Lender day times the actual daily amount by which the Aggregate USD Revolving Commitments exceed the sum as of such day of (i) the Outstanding Amount of USD Revolving Credit Loans and unpaid at such time (ii) the Outstanding Amount of L/C Obligations with respect to USD Letters of Credit, subject to adjustment as provided in Section 2.18. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers 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 the Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until Availability Period with respect to the Maturity Date for the Revolving Credit applicable Facility, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last fifth Business Day after the end of each March, June, September and DecemberDecemberfiscal quarter, commencing with the first such date to occur after the Closing RestatementFourth Amendment Effective Date, and on the Maturity Date for last day of the Revolving Credit Facilityapplicable Availability Period. The commitment fee Commitment Fee shall be calculated quarterly in arrearsarrears on the last day of such quarter, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Class of Revolving Credit Commitments in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the product of the Applicable Rate multiplied by with respect to unused Revolving Credit Commitment fees for such Class and the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Class of Revolving Credit Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Class of Revolving Credit Commitments and (B) the Outstanding Amount of L/C ObligationsObligations for such Class of Revolving Credit Commitments; provided, 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the each Class of Revolving Credit Commitments (unless otherwise specified in the relevant Additional Facility Joinder Agreement, Extension Amendment or Refinancing Amendment) shall accrue at all times starting from the Closing Date until the Maturity Date for first day of the Revolving Credit FacilityAvailability Period for such Class, until the earlier of (x) the last day of the Revolving Credit Availability Period for such Class of Revolving Credit Commitments and (y) the date of the termination of the Revolving Credit Commitments of such Class, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable (i) quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Datefirst day of the Revolving Credit Availability Period for such Class of Revolving Credit Commitments, and (ii) on the earlier of (x) the Maturity Date for such Class of Revolving Credit Commitments and (y) the date of the termination of the Revolving Credit FacilityCommitments of such Class. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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. (i) The Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Agent for the account of each the Revolving Credit Lender in accordance with its Pro Rata Share, Lenders a commitment fee equal to (the Applicable Rate multiplied by the actual daily amount by which the aggregate “Revolving Credit Commitment exceeds Fee”), from and including the sum date hereof in the case of each Person that is a Lender as of the date hereof and from and including 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 in respect of the Revolving Credit Commitment, payable in arrears, quarterly, as invoiced by the Administrative Agent on or before the due date, on the last day of each April, July, October and January, commencing July 31, 2006, and on the Termination Date in respect of the applicable Facility, at the Applicable Percentage in respect of Revolving Credit Commitment Fee on the average daily Unused Revolving Credit Commitment of such Lender; provided, however, that (A) outstanding Swing Line Advances shall not constitute usage of the Outstanding Amount of Revolving Credit Loans Commitments for purposes of calculating the foregoing and (B) the Outstanding Amount of L/C Obligations; 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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. . (ii) The Borrower shall pay to the Administrative Agent for the account of the Term B-2 Lenders a commitment fee on (the Revolving Credit Facility shall accrue at all times “Delayed Draw Commitment Fee”), from and including the Closing Date date hereof in the case of each Person that is a Lender as of the date hereof and from and including the effective date specified in the Assignment and Acceptance pursuant to which it became a Term B-2 Lender in the case of each other Lender until the Maturity Date for termination or expiration of each Lender’s Term B-2 Commitment, payable in arrears, quarterly, as invoiced by the Revolving Credit FacilityAdministrative Agent on or before the due 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 last Business Day day of each MarchApril, JuneJuly, September October and DecemberJanuary, commencing with the first such date to occur after the Closing DateJuly 31, 2006, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrearsdate of termination of such Lender’s Term B-2 Commitment, and if there is any change in at the Applicable Rate during any quarter, Percentage in respect of Delayed Draw Commitment Fee on the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during unused Term B-2 Commitment of 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 feeLender.

Commitment Fee. The Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under the applicable Revolving Credit Facility in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee in Dollars equal to the Applicable Rate multiplied by 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, and (BA) the Outstanding Amount of L/C ObligationsObligations for such Facility; 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 Borrowers 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 Borrowers 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 the each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit FacilityCommitments, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing DateSeptember 30, 2017 and on the Maturity Date for the Revolving Credit FacilityCommitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Class of Revolving Credit Commitments in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Rate multiplied by with respect to Revolving Credit Commitments commitment fees for such Class times the actual daily amount by which the aggregate Revolving Credit Commitment for the applicable Class of Revolving Credit Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Class of Revolving Credit Commitments and (B) the Outstanding Amount of L/C ObligationsObligations for such Class of Revolving Credit Commitments; 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 Borrowers 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 Borrowers 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 the each Class of Revolving Credit Facility Commitments shall accrue at all times from the Closing Date until the Maturity Date for the such Class of Revolving Credit FacilityCommitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the such Class of Revolving Credit FacilityCommitments. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree to pay, on a joint and several basis, to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareShare of the Non-Extended Revolving Credit Facility or the Extended Revolving Credit Facility, as applicable, a commitment fee equal to the Applicable Rate for unused commitment fees multiplied by the actual daily amount by which (i) in the case of Non-Extended Revolving Credit Lenders, the aggregate Non-Extended Revolving Credit Commitment exceeds the sum of the Outstanding Amount of Non-Extended Revolving Credit Loans and (ii) in the case of Extended Revolving Credit Lenders, the aggregate Extended Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Extended Revolving Credit Loans and (B) the Outstanding Amount of Extended L/C Obligations; 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment Defaulting Lender shall be entitled to receive any fee shall accrue on payable under this Section 2.09(a) for any of the Commitments of period during which such Lender is a Defaulting Lender so long as (and the Borrowers shall not be required to pay any such Lender shall fee that otherwise would have been required to be a paid to that Defaulting Lender). The commitment fee on the each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the applicable Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV 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 to occur after the Closing Date, and on the Maturity Date for the applicable Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree to pay, on a joint and several basis, Company shall pay to the Administrative Agent (x) for the account of each Multicurrency Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Revolving Credit Percentage, a commitment fee (the “Multicurrency Commitment Fee”) in Dollars calculated on a daily basis equal to the Applicable Rate multiplied by as of such day times the actual daily amount by which the aggregate Aggregate Multicurrency Revolving Commitments exceed the sum as of such day of Exhibit A the Outstanding Amount of Multicurrency Revolving Credit Loans and Exhibit B the Outstanding Amount of L/C Obligations with respect to Multicurrency Letters of Credit, subject to adjustment as provided in Section 2.18 and (y) for the account of each USD Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee (the “USD Commitment exceeds Fee”, and together with the Multicurrency Commitment Fee, the “Commitment Fee”) in Dollars calculated on a daily basis equal to the Applicable Rate as of such day times the actual daily amount by which the Aggregate USD Revolving Commitments exceed the sum as of such day of (Ai) the Outstanding Amount of USD Revolving Credit Loans and (Bii) the Outstanding Amount of L/C Obligations; provided, that any commitment fee accrued Obligations with respect to any USD Letters of Credit, subject to adjustment as provided in Section 2.18. For the Commitments avoidance of a Defaulting Lender during doubt, the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Outstanding Amount of Swing Line Loans shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers 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 the Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until Availability Period with respect to the Maturity Date for the Revolving Credit applicable Facility, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last fifth Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the Closing Restatement Date, and on the Maturity Date for last day of the Revolving Credit Facilityapplicable Availability Period. The commitment fee Commitment Fee shall be calculated quarterly in arrearsarrears on the last day of such quarter, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by 0.75% times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; 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 Borrowers 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 Borrowers 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 the each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit FacilityFacility (or such earlier date on which the Revolving Credit Commitments have been terminated), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the Revolving Credit FacilityFacility (or such earlier date on which the Revolving Credit Commitments have been terminated). The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. For Notwithstanding the avoidance of doubtforegoing, the Outstanding Amount provisions of Swing Line Loans this Section 2.09(a) to the extent otherwise applicable to Extended Revolving Credit Commitments shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment feesubject to modification as expressly provided in Section 2.17.

Commitment Fee. The Borrowers agree With respect to payeach Class of Revolving Credit Commitments, on a joint and several basis, the Borrower shall pay to the Administrative Agent (i) for any period prior to the date on which an Extension Amendment becomes effective, for the account of each Revolving Credit Lender under each Class of Revolving Credit Commitments then in effect in accordance with its Pro Rata Share, a commitment fee equal to clause (ii) of the Applicable Rate multiplied by with respect to commitment fees then in effect for each such Class of Revolving Credit Commitments times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for each such Class exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (for the avoidance of doubt, excluding any Swing Line Loans) under each such Class and (B) the Outstanding Amount of L/C ObligationsObligations for each such Class and (ii) for any period after the date on which an Extension Amendment becomes effective (and for so long as the Non-Extended Revolving Credit Commitments and Extended Revolving Credit Commitments resulting from such Extension Amendment (or any Revolving Credit Exposure thereunder) remain outstanding), for the account of each Non-Extending Revolving Credit Lender and each Extending Revolving Credit Lender under each Class of Non-Extended Revolving Credit Commitments and Extended Revolving Credit Commitments resulting from such Extension Amendment in accordance with its Other Allocable Share of such Non-Extended Revolving Credit Commitments and such Extended Revolving Credit Commitments, respectively, a commitment fee equal to the Applicable Rate with respect to commitment fees in respect of such Non-Extended Revolving Credit Commitments or the Extended Revolving Credit Commitments, as the case may be, times the Allocable Revolving Share of the Non-Extending Revolving Credit Lenders or the Extending Revolving Credit Lenders, as the case may be, of the actual daily amount by which the aggregate Revolving Credit Commitments for each such Class exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans (for the avoidance of doubt, excluding any Swing Line Loans) under each such Class and (B) the Outstanding Amount of L/C Obligations under each such Class; provided, 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 Borrowers 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 Borrowers 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 fees for the Revolving Credit Facility shall accrue at all times from the Closing Date date hereof (or from the date on which Revolving Credit Commitments for the applicable Facility come into effect in accordance with the terms hereof) until the Original Revolving Credit Maturity Date or the applicable Maturity Date for the Revolving Credit such Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first last Business Day of June, 2021, and on the applicable Maturity Date for such date to occur after the Closing Date, Facility (and on the Maturity Date for the any Non-Extended Revolving Credit FacilityCommitments (with respect to commitment fees accrued for the accounts of Non-Extending Revolving Credit Lenders) and the Maturity Date for Extended Revolving Credit Commitments (with respect to commitment fees accrued for the accounts of Extending Revolving Credit Lenders) for any such Facility in respect of which an Extension Amendment has been effected). 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 Borrowers agree to pay, on a joint (a) Each of the Operating Borrower and several basis, the Acquisition Borrower shall pay to the Administrative Administration Agent for the account of the Lenders a fee (the “Commitment Fee”) in Canadian Dollars on the amount of each Revolving Credit Lender Lenders’ Proportion of the Total Commitment in accordance with its Pro Rata Sharerespect of the Operating Facility or the Acquisition Facility, a commitment fee equal to the Applicable Rate multiplied respectively, not utilized by the actual daily Operating Borrower or the Acquisition Borrower, as the case may be. In determining the amount of each Lender’s Proportion of the Total Commitment not utilized by which the aggregate Revolving Credit relevant Borrower: (i) Borrowings in US Dollars shall be deemed to be the Equivalent Amount thereof in Canadian Dollars; and (ii) the following Borrowings shall be deemed to be a utilization only of the Issuing Lender’s Commitment, and shall not reduce any other Lender’s Proportion of the Total Commitment exceeds not utilized by the sum of Operating Borrower: (A) Overdraft Advances made by the Outstanding Amount of Revolving Credit Loans and Issuing Lender pursuant to Section 3.14; and (B) Contingent Payment Letters issued by the Outstanding Issuing Lender at the request of the Operating Borrower pursuant to Article 5 up to an aggregate Face Amount of L/C Obligations; provided, that Cdn.$11,000,000 (or the Equivalent Amount in US Dollars) outstanding at any commitment fee accrued with respect to any one time. (b) The Commitment Fee shall be calculated at the rate of: (i) 55 basis points per annum calculated on a daily basis on the portion of the Commitments of a Defaulting Lender during Total Commitment under the period prior Acquisition Facility not utilized by the Acquisition Borrower on such date, provided that the Commitment Fee shall cease to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any in respect of the Commitments Acquisition Facility upon the conversion of the Acquisition Facility to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee non-revolving facility on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Conversion Date for the Revolving Credit Acquisition Facility, including at any time during which one or more ; and (ii) 45 basis points per annum calculated on a daily basis on the portion of the conditions Total Commitment under the Operating Facility not utilized by the Operating Borrower on such date, provided that the Commitment Fee shall cease to be payable in Article IV is not met, respect of the Operating Facility upon the conversion of the Operating Facility to a non-revolving facility on the Conversion Date for the Operating Facility; and (c) The Commitment Fee shall be payable from and after the Effective Date and shall be due and payable paid to the Administration Agent for the account of the Lenders quarterly in arrears on the last third Business Day following the end of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any calendar quarter, the actual daily 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Revolving Facility in accordance with its Pro Rata ShareApplicable Percentage, a commitment fee equal to the Applicable applicable Commitment Fee Rate multiplied by times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Aa) the Outstanding Amount of Revolving Credit Loans and (Bb) the Outstanding Amount of L/C Obligations; provided, 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 Borrowers 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 Borrowers Borrower prior to such time; and 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 the each Revolving Credit Facility Commitment shall accrue at all times from the Closing Date (or date of initial effectiveness, as applicable) (and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Closing Date Revolving Facility shall accrue from the Closing Date) until the Maturity Date for the applicable Revolving Credit FacilityCommitment, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date to occur after the Closing Datelast Business Day of September, 2017, and on the Maturity Date for the such Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect. 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 Borrowers agree to pay, on a joint and several basis, Lead Borrower shall pay to the Administrative Agent Agent: (i) for the account of each Tranche 1 Revolving Credit Lender (other than to any Defaulting Lender for any period during which it is a Defaulting Lender) in accordance with its Pro Rata ShareTranche 1 Applicable Percentage, a commitment fee (the “Tranche 1 Commitment Fee”) equal to the Applicable Fee Rate multiplied by times the actual average daily amount by which the aggregate amount of the Tranche 1 Revolving Credit Commitment of such Tranche 1 Revolving Credit Lender exceeds the sum Tranche 1 Revolving Credit Exposure of such Tranche 1 Revolving Credit Lender (A) excluding when calculating such Tranche 1 Revolving Credit Exposure, the aggregate Outstanding Amount of Revolving Credit Loans Tranche 1 Swing Line Participations and (B) the aggregate Outstanding Amount of L/C ObligationsTranche 1 Protective Advance Participations of such Tranche 1 Revolving Credit Lender); provided, that any commitment fee accrued with respect and (ii) for the account of each Tranche 2 Revolving Credit Lender (other than to any of the Commitments of a Defaulting Lender for any period during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be which it is a Defaulting Lender) in accordance with its Tranche 2 Applicable Percentage, a commitment fee (the “Tranche 2 Commitment Fee”, and together with the Tranche 1 Commitment Fee, the “Commitment Fees”) equal to the Applicable Fee Rate times the average daily amount by which the aggregate amount of the Tranche 2 Revolving Credit Commitment of such Tranche 2 Revolving Credit Lender exceeds the Tranche 2 Revolving Credit Exposure of such Tranche 2 Revolving Credit Lender (excluding when calculating such Tranche 2 Revolving Credit Exposure, the aggregate Outstanding Amount of Tranche 2 Swing Line Participations and the aggregate Outstanding Amount of Tranche 2 Protective Advance Participations of such Tranche 2 Revolving Credit Lender). The commitment fee on the Revolving Credit Facility fees shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit FacilityAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for last day of the Revolving Credit FacilityAvailability Period. The commitment fee fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. For the avoidance of doubt, 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata ShareShare , a commitment fee (“Commitment Fee”) equal to the Applicable Rate multiplied by with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment of a Class exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans of such Class (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C ObligationsObligations of such Class; provided, 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 Borrowers 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 Borrowers 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 the each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the applicable Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the applicable Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Revolving Facility in accordance with its Pro Rata ShareApplicable Percentage, a commitment fee in Dollars equal to the Applicable applicable Commitment Fee Rate multiplied by times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Aa) the Outstanding Amount of Revolving Credit Loans (for the avoidance of doubt, excluding any Swing Line Loans) and (Bb) the Outstanding Amount of L/C Obligations; provided, 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 Borrowers 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 Borrowers 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 the each Revolving Credit Facility Commitment shall accrue at all times from the Closing Date (or date of initial effectiveness, as applicable) (and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Closing Date Revolving Facility shall accrue from the Closing Date) until the Maturity Date for the applicable Revolving Credit FacilityCommitment, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date to occur after the Closing DateDecember 31, 2018, and on the Maturity Date for the such Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect. 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. (i) The Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders a commitment fee (the "Commitment Fee"), from the date hereof 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 in the case of each other Revolving Credit Lender until, in each case, the Termination Date, payable in arrears on the date of the Initial Extension of Credit, thereafter quarterly on the last Business Day of each March, June, September and December, commencing June 30, 2002, and on the Termination Date, at the Applicable Percentage in effect from time to time on the sum of (i) the average daily Unused Revolving Credit Commitment of each Revolving Credit Lender in accordance with its plus (ii) such Revolving Credit Lender's Pro Rata Share, a commitment fee equal to Share of the Applicable Rate multiplied by the actual average daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligationsoutstanding Swing Line Advances during such quarter; 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, furtherhowever, 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. . (ii) The Borrower shall pay to the Administrative Agent for the account of the Term A Lenders a commitment fee fee, from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Assumption pursuant to which it became a Term A Lender in the case of each other Term A Lender until the date of the Term A Advances, payable on such date at the rate of 0.50% per annum on the Revolving Credit Facility amount of the respective Term A Lender's respective Term A Commitment. (iii) The Borrower shall accrue at all times pay to the Administrative Agent for the account of the Term B Lenders a commitment fee, from the Closing Date date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Assumption pursuant to which it became a Term B Lender in the case of each other Term B Lender until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more date of the conditions in Article IV is not metsecond Term B Advance, and shall be due and payable quarterly in arrears on such date at the rate of 0.50% per annum on the last Business Day unused amount of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period respective Term B Lender's respective Term B Commitment 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 feeperiod.

Commitment Fee. The Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under each Revolving Facility in accordance with its Pro Rata ShareApplicable Percentage, a commitment fee equal to the Applicable applicable Commitment Fee Rate multiplied by times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Aa) the Outstanding Amount of Revolving Credit Loans (for the avoidance of doubt, excluding any Swing Line Loans) and (Bb) the Outstanding Amount of L/C Obligations; provided, 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 Borrowers 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 Borrowers 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 the each Revolving Credit Facility Commitment shall accrue at all times from the Closing Date (or date of initial effectiveness, as applicable) (and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Closing Date Revolving Facility shall accrue from the Closing Date) until the Maturity Date for the applicable Revolving Credit FacilityCommitment, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date to occur after the Closing DateJune 30, 2020, and on the Maturity Date for the such Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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. (i) The Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Tranche A Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal (the “Tranche A Commitment Fee”), in Dollars, for the period from and including the Closing Date to the Applicable last day of the Revolving Commitment Period with respect to the Tranche A Revolving Facility (or, if earlier, the termination of all Tranche A Revolving Commitments), computed at the Commitment Fee Rate multiplied by on the actual daily amount by of the Available Revolving Commitment (but solely with respect to such Tranche A Revolving Lender’s Tranche A Revolving Commitment and Tranche A Revolving Extensions of Credit) (provided, that, for purposes of this calculation, the Swingline Exposure shall not constitute a Tranche A Revolving Extension of Credit) of such Tranche A Revolving Lender during the period for which payment is made, payable quarterly in arrears on the aggregate Revolving Credit Commitment exceeds the sum later of (Ax) each Fee Payment Date and (y) the Outstanding Amount date that is two Business Days after the Borrower’s receipt from the Administrative Agent of Revolving Credit Loans and (B) documentation supporting the Outstanding Amount calculation of L/C Obligationssuch commitment fee; provided, that (A) any commitment fee accrued with respect to any of the Tranche A Revolving Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers 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 Borrowers Borrower prior to such time; time and provided, further, that (B) no commitment fee shall accrue on any of the Tranche A Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee. (ii) [reserved].

Commitment Fee. (a) The Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Agent for the account of Guarantor Banks on each Revolving Credit Lender in accordance with its Pro Rata Share, Commitment Fee Payment Date a commitment fee (which shall be payable in Singapore Dollars) calculated as follows:- (i) (ii) in relation to the Unavailable EDB Amount, at the rate of 0.15 per cent. per annum on the Unavailable EDB Amount from day to day during the Utilisation Period ending on that Commitment Fee Payment Date. (b) If, in relation to any Utilisation Period, the Available EDB Amount for such Utilisation Period exceeds the aggregate principal amount of the advances made by EDB to the Borrower under the EDB Loan Agreement during such Utilisation Period, the Available EDB Amount for the next succeeding Utilisation Period will be increased by an amount equal to the Applicable Rate multiplied such excess. (c) The Borrower may, by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior giving not less than 30 days' notice to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by Agent, increase the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on Available EDB Amount during any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, Utilisation Period and on the Maturity Date date specified in the notice, the Available EDB Amount for the Revolving Credit Facility. The commitment fee such Utilisation Period shall be calculated quarterly in arrears, and if there is any change increased by the amount specified in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectnotice. For the avoidance of doubt, the Outstanding commitment fee payable on the Commitment Fee Payment Date in relation to that Utilisation Period shall be 0.125 per cent. per annum on the increased Available EDB Amount of Swing Line Loans shall not be counted towards or considered usage from day to day beginning with the date specified in the notice for such Utilisation Period and ending on that Commitment Fee Payment Date. (d) If, in relation to any Utilisation Period, the Borrower has requested for an increase of the Aggregate Commitments Available EDB Amount in accordance with sub-paragraph (c) above, the Available EDB Amount for purposes the next succeeding Utilisation Period shall be reduced by an amount equal to such increase. For the avoidance of determining doubt, if the Available EDB Amount for any Utilisation Period exceeds the aggregate principal amount of the advances made by EDB to the Borrower under the EDB Loan Agreement during that Utilisation Period, the Available EDB Amount for the next succeeding Utilisation Period will be increased by an amount equal to such excess in accordance with the provisions of sub-paragraph (b) above. (a) The Borrower shall pay to the Lending Banks on each Commitment Fee Payment Date a commitment fee (which shall be payable in US Dollars) calculated as follows:- (i) in relation to the Available Term Amount, at the rate of 0.25 per cent. per annum on the Available Term Amount from day to day during the Utilisation Period ending on that Commitment Fee Payment Date; and (ii) in relation to the Unavailable Term Amount, at the rate of 0.15 per cent. per annum on the Unavailable Term Amount from day to day during the Utilisation Period ending on that Commitment Fee Payment Date. (b) If, in relation to any Utilisation Period, the Available Term Amount for such Utilisation Period exceeds the Advances made by the Lending Banks to the Borrower during such Utilisation Period, the Available Term Amount for the next succeeding Utilisation Period will be increased by an amount equal to such excess. (c) The Borrower may, by giving not less than 30 days' notice to the Agent, increase the Available Term Amount during any Utilisation Period and on the date specified in the notice, the Available Term Amount for such Utilisation Period shall be increased by the amount specified in the notice. For the avoidance of doubt, the commitment feefee payable on the Commitment Fee Payment Date in relation to that Utilisation Period shall be 0.125 per cent. per annum on the increased Available Term Amount from day to day beginning with the date specified in the notice for such Utilisation Period and ending on that Commitment Fee Payment Date. (d) the next succeeding Utilisation Period shall be reduced by an amount equal to such increase. For the avoidance of doubt, if the Available Term Amount for any Utilisation Period exeeds the aggregate principal amount of the Advances made by the Lending Banks to the Borrower under this Agreement during that Utilisation Period, the Available Term Amount for the next succeeding Utilisation Period will be increased by an amount equal to such excess in accordance with the provisions of sub-paragraph (b) above.

Commitment Fee. (a) The Borrowers agree to pay, on a joint and several basis, Company shall pay (or procure there is paid) to the Administrative Agent (for the account of each Lender) a fee in the Base Currency computed at the rate of: (i) in relation to the Original Revolving Credit Facility, 35 per cent. per annum of the applicable Margin on that L▇▇▇▇▇’s Available Commitment under the Original Revolving Facility for the period commencing on the Closing Date and ending on (but excluding) the last day of the Availability Period applicable to the Original Revolving Facility; (ii) in relation to an Ancillary Facility, the percentage rate per annum agreed between the relevant Borrower (or the Company on its behalf) and the Lender (or its Affiliate) providing that Ancillary Facility; and (iii) in accordance with its Pro Rata Sharerelation to an Incremental Facility, a the percentage rate per annum specified in the Incremental Facility Notice relating to that Incremental Facility on that Lender’s Available Commitment under that Incremental Facility for the Availability Period applicable to that Incremental Facility. (b) The accrued commitment fee equal is payable: (i) on the last day of each successive period of 3 Months which ends during the Availability Period applicable to the Applicable Rate multiplied by Original Revolving Facility or Incremental Facility (as applicable); (ii) on the actual daily last day of the Availability Period applicable to the Original Revolving Facility or Incremental Facility (as applicable); and (iii) if cancelled in full, on the cancelled amount by which of the aggregate Revolving Credit relevant Lender’s Commitment exceeds at the sum of time the cancellation is effective, provided that the Company may elect that the accrued commitment fee shall instead be paid on (A) the Outstanding Amount of Revolving Credit Loans and a Quarter Date or (B) the Outstanding Amount last day of L/C Obligations; provided, that any the relevant Interest Period applicable to the relevant Loan. (c) No commitment fee accrued with respect is payable to any of the Commitments Agent (for the account of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue Lender) on any Available Commitment of the Commitments of a Defaulting that Lender so long as such for any day on which that Lender shall be is a Defaulting Lender. The commitment fee on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The . (d) No commitment fee shall be calculated quarterly payable in arrears, and if respect of an Incremental Facility until such time as there is any change in the Applicable Rate during any quarter, the actual daily 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 feean Incremental Facility Commitment.

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided, 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 Borrowers 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 Borrowers 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 the Revolving Credit Facility fees shall accrue at all times from the Closing Fourth A&R Refinancing Effective Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Fourth A&R Refinancing Effective Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee.

Commitment Fee. The Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Tranche A Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal (the “Tranche A Commitment Fee”), in Dollars, for the period from and including the Closing Date to the Applicable last day of the Revolving Commitment Period with respect to the Tranche A Revolving Facility (or, if earlier, the termination of all Tranche A Revolving Commitments), computed at the Commitment Fee Rate multiplied by on the actual daily amount by of the Available Revolving Commitment (but solely with respect to such Tranche A Revolving Lender’s Tranche A Revolving Commitment and Tranche A Revolving Extensions of Credit) (provided, that, for purposes of this calculation, the Swingline Exposure shall not constitute a Tranche A Revolving Extension of Credit) of such Tranche A Revolving Lender during the period for which payment is made, payable quarterly in arrears on the aggregate Revolving Credit Commitment exceeds the sum later of (Ax) each Fee Payment Date and (y) the Outstanding Amount date that is two Business Days after the Borrower’s receipt from the Administrative Agent of Revolving Credit Loans and (B) documentation supporting the Outstanding Amount calculation of L/C Obligationssuch commitment fee; provided, that (A) any commitment fee accrued with respect to any of the Tranche A Revolving Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers 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 Borrowers Borrower prior to such time; time and provided, further, that (B) no commitment fee shall accrue on any of the Tranche A Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee.

Commitment Fee. (i) The Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Tranche A Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal (the “Tranche A Commitment Fee”), in Dollars, for the period from and including the Amendment No. 8 Effective Date to the Applicable last day of the Revolving Commitment Period with respect to the Tranche A Revolving Facility (or, if earlier, the termination of all Tranche A Revolving Commitments), computed at the Commitment Fee Rate multiplied by on the actual daily amount by of the Available Revolving Commitment (but solely with respect to such Tranche A Revolving Lender’s Tranche A Revolving Commitment and Tranche A Revolving Extensions of Credit) (provided, that, for purposes of this calculation, the Swingline Exposure shall not constitute a Tranche A Revolving Extension of Credit) of such Tranche A Revolving Lender during the period for which payment is made, payable quarterly in arrears on the aggregate Revolving Credit Commitment exceeds the sum later of (Ax) each Fee Payment Date and (y) the Outstanding Amount date that is two Business Days after the Borrower’s receipt from the Administrative Agent of Revolving Credit Loans and (B) documentation supporting the Outstanding Amount calculation of L/C Obligationssuch commitment fee; provided, that (A) any commitment fee accrued with respect to any of the Tranche A Revolving Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers 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 Borrowers Borrower prior to such time; time and provided, further, that (B) no commitment fee shall accrue on any of the Tranche A Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee. (ii) [reserved].

Commitment Fee. The Borrowers agree to pay1. Borrower shall, on for a joint and several basisTranche A Commitment Fee Calculation Period, pay the Tranche A Commitment Fee in the amount equal to the Administrative Agent for aggregate of the account daily Unused Credit Amount of the Tranche A Loan relating to each Tranche A Lender as of each Revolving Credit day during such period multiplied by the Tranche A Commitment Fee Rate and divided by 365 (discarding any fraction less than one yen) on the day five Business Days after the last day of the Tranche A Commitment Fee Calculation Period (or, if the Lending Obligation of such Lender terminates during such Tranche A Commitment Fee Calculation Period, five Business Days after the day on which such Lending Obligation terminates) in accordance with its Pro Rata Sharethe provisions of Article 17. 2. Borrower shall, for a commitment fee Tranche B Commitment Fee Calculation Period, pay the Tranche B Commitment Fee in the amount equal to the Applicable Rate aggregate of the daily Unused Credit Amount of the Tranche B Loan relating to each Tranche B Lender as of each day during such period multiplied by the actual daily Tranche B Commitment Fee Rate and divided by 365 (discarding any fraction less than one yen) on the day five Business Days after the last day of the Tranche B Commitment Fee Calculation Period (or, if the Lending Obligation of such Lender terminates during such Tranche B Commitment Fee Calculation Period, five Business Days after the day on which such Lending Obligation terminates) in accordance with the provisions of Article 17. 3. Borrower shall, for a Tranche C Commitment Fee Calculation Period, pay the Tranche C Commitment Fee in the amount by which equal to the aggregate Revolving of the daily Unused Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving the Tranche C Loan relating to each Tranche C Lender as of each day during such period multiplied by the Tranche C Commitment Fee Rate and divided by 365 (discarding any fraction less than one yen) on the day five Business Days after the last day of the Tranche C Commitment Fee Calculation Period (or, if the Lending Obligation of such Lender terminates during such Tranche C Commitment Fee Calculation Period, five Business Days after the day on which such Lending Obligation terminates) in accordance with the provisions of Article 17. 4. Borrower shall, for a Tranche D Commitment Fee Calculation Period, pay the Tranche D Commitment Fee in the amount equal to the aggregate of the daily Unused Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided, that the Tranche D Loan relating to each Tranche D Lender as of each day during such period multiplied by the Tranche D Commitment Fee Rate and divided by 365 (discarding any commitment fee accrued with respect to any fraction less than one yen) on the day five Business Days after the last day of the Commitments Tranche D Commitment Fee Calculation Period (or, if the Lending Obligation of a Defaulting Lender during the period prior to the time such Lender became a Defaulting terminates during such Tranche D Commitment Fee Calculation Period, five Business Days after the day on which such Lending Obligation terminates) in accordance with the provisions of Article 17. 5. If any Lender and unpaid at such time fails to perform its Lending Obligation, Borrower shall not be payable by required to pay any Commitment Fee for the Borrowers so long as Default Period to such Lender shall be a Defaulting Lender except failing to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a perform its Lending Obligation (“Defaulting Lender. The commitment fee on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect”). For the avoidance purpose of doubtthis paragraph, the Outstanding Amount of Swing Line Loans term “Default Period” means the period from the day (inclusive) on which such failure occurred to the day (inclusive) immediately preceding the day on which such failure ceased to exist, and such failure shall not be counted towards or considered usage of to have ceased to exist on the Aggregate Commitments for purposes of determining day specified in the commitment fee.relevant item below:

Commitment Fee. The Borrowers agree (a) Subject to payparagraph (b) below, the Borrower shall pay to JBIC a commitment fee (the Commitment Fee) in Dollars in an amount equal to one-half of one percent (0.5%) per annum on a joint and several basis, to the Administrative Agent for the account amount of each Revolving Credit Lender Advance that is scheduled to be made under the JBIC Facility within a particular calendar month (Relevant Month) in accordance with its Pro Rata Sharethe Drawdown Schedule (as set out in Form 3 of Schedule 2 (Advance Procedures) attached hereto, subject to any substitution or replacement thereof from time to time in accordance with Section 5.3 (Drawdown Schedule) of this Agreement, but (i) not made on the Drawdown Date scheduled within the Relevant Month in accordance with the Drawdown Schedule, and/or (ii) not made in the amount of the Advance scheduled to be made within the Relevant Month in accordance with the Drawdown Schedule; provided that (as may be relevant): (i) in the case where, within the Relevant Month, the Borrower requests an Advance to made under the JBIC Facility in the same amount as is set out in the Drawdown Schedule (in this sub-paragraph (i), the Scheduled Amount) but on a commitment fee date within the Relevant Month that is either later than or earlier than the Drawdown Date scheduled under the Drawdown Schedule) such Commitment Fee shall be calculated in respect of the Scheduled Amount, and shall accrue with respect to the number of days from and including the Drawdown Date scheduled under the Drawdown Schedule (but upon which no Advance was actually made) to and including the actual date upon which such Advance is made within the Relevant Month; and/or (ii) in the case where, within the Relevant Month, the Borrower requests an Advance to made under the JBIC Facility for an amount (the Actual Amount) that is either greater than or less than the amount scheduled for such Advance within the Relevant Month in accordance with the Drawdown Schedule (in this sub-paragraph (ii), the Scheduled Amount), such Commitment Fee shall be calculated in respect of the amount which is the absolute difference between (x) the Actual Amount, and (y) the Scheduled Amount, and shall accrue for one (1) day only; or (iii) in the case where the Borrower does not request an Advance to made under the JBIC Facility within the Relevant Month as scheduled under the Drawdown Schedule, such Commitment Fee shall be calculated in respect of the amount scheduled for such Advance within the Relevant Month in accordance with the Drawdown Schedule, and shall accrue for one (1) day only, provided further that if in any Relevant Month an Advance is made in a manner in which each of paragraphs (i) and (ii) of this Section 9.1 would apply, the Borrower shall pay to JBIC a Commitment Fee that shall be equal to the Applicable Rate multiplied aggregate of the amounts required to be so paid under both such paragraphs. (b) Notwithstanding paragraph (a) above, no Commitment Fee shall be payable by the actual daily Borrower in respect of: (i) any Advance made in accordance with the then-current Drawdown Schedule; or (ii) any amount by which the aggregate Revolving Credit JBIC Commitment exceeds is reduced or any amount of the sum JBIC Commitment that is cancelled, in either case prior to the Relevant Month and in accordance with Section 7.5 (Cancellation). In the case where any of the events referred to in Clause (Aii) of this paragraph (b) occur, the Outstanding Amount Borrower shall promptly submit to the JBIC Facility Agent a revised Drawdown Schedule in accordance with Section 5.3 (Drawdown Schedule). (c) Any accrued Commitment Fee shall be payable on each Interest Payment Date (whether or not an Advance is outstanding) and, if the JBIC Facility is terminated or cancelled in full (except through utilisation of Revolving Credit Loans the full JBIC Commitment), on the cancelled amount of the JBIC Facility at the time the termination or cancellation becomes effective (each, a Commitment Fee Payment Date), provided that the first Commitment Fee Payment Date shall be 24 September 2014. (d) No later than fourteen (14) days prior to each Commitment Fee Payment Date or other relevant date, as the case may be, or any later date agreed between JBIC and (B) the Outstanding Amount JBIC Facility Agent, the JBIC Facility Agent shall calculate and notify JBIC and the Borrower, simultaneously, of L/C Obligationsthe amount of the Commitment Fee due and payable on such Commitment Fee Payment Date or other relevant date, as the case may be; provided, however, that any commitment fee accrued with respect to any the failure of the Commitments of a Defaulting Lender during the period prior JBIC Facility Agent to the time deliver any such Lender became a Defaulting Lender and unpaid at such time notice or any error therein shall not be payable by in any manner affect the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any obligation of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on Borrower to pay the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions Commitment Fee 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 accordance with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance terms 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 feethis Agreement.

Commitment Fee. The Borrowers agree Borrower shall pay to pay, on a joint and several basis, to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Revolving Percentage, a commitment fee (each, a “Revolving Commitment Fee” and, collectively, the “Revolving Commitment Fees”) equal to the Applicable Rate multiplied by times the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Ai) the Outstanding Amount of all Revolving Credit Loans and plus (Bii) the Outstanding Amount of all L/C Obligations; provided, provided that any commitment fee Revolving 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee Revolving Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; and provided, further, provided further that no commitment fee Revolving Commitment Fee shall accrue on any of the Commitments Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on the Revolving Credit Facility Commitment Fee shall accrue at all times from the Closing Date until the Maturity Date for during the Revolving Credit FacilityAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the Closing Amendment Effective Date, and on the Maturity Date for last day of the Revolving Credit FacilityAvailability Period. The commitment fee Revolving Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 avoidance of doubtRevolving Commitment Fee, 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 feeRevolving Commitments.

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, Company shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Revolving Credit Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Rate multiplied by times (ii) the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Ay) the Outstanding Amount of Revolving Credit Loans and (Bz) the Outstanding Amount of L/C Obligations; provided, that any commitment fee accrued with respect subject to any adjustment as provided in Section 2.16. 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any counted towards or considered usage of the aggregate Revolving Credit Commitments for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the Commitment Fee. The commitment fee on the Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit FacilityAvailability Period, including at any time during which one or more of the conditions in Article IV is not met, and 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 Maturity Date for last day of the Availability Period; provided, that (A) no Commitment Fee shall accrue on the Revolving Credit FacilityCommitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Revolving Credit Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender. The commitment fee Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For 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 Borrowers agree to pay, on a joint and several basis, pay to US Administrative Agent (for distribution as the Administrative Agent Agents may separately agree) a commitment fee (a “Commitment Fee”) (i) for the account of each Tranche A Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by Fee per annum for Tranche A Revolving Commitments on the actual average daily unused amount by of the Tranche A Revolving Commitment of such Lender during the period from and including the Closing Date to but excluding the date on which the aggregate such Tranche A Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans terminates and (Bii) for the Outstanding Amount account of L/C Obligations; provided, that any commitment fee accrued with respect each Tranche B Revolving Lender equal to any of the Commitments of a Defaulting Lender (x) during the period prior to and including the time Restatement Date, the Applicable Fee per annum for Tranche A Revolving Commitments and (y) during the period from and including the Restatement Date to but excluding the date on which such Lender became a Defaulting Lender and unpaid at Tranche B Revolving Commitment terminates, the Applicable Fee per annum for Tranche B Revolving Commitments, in each case, on the average daily unused amount of the Tranche B Revolving Commitment of such time Lender. Accrued Commitment Fees shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears (A) on the last Business Day of each March, June, September and DecemberDecember of each year, commencing with on the first such date to occur after the Closing Date, and (B) with respect to Tranche A Revolving Commitments, on the Tranche A Revolving Maturity Date for and (C) with respect to Tranche B Revolving Commitments, on the Tranche B Revolving Credit FacilityMaturity 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 Commitment Fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectactual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage extent of the Aggregate Commitments outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for purposes of determining the commitment feesuch purpose).

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, Company shall pay to the Administrative Agent for the account of each 2011 Revolving Credit Lender and each 2013 Revolving Credit Lender in accordance with its Pro Rata ShareShare of the 2011 Revolving Credit Commitments and the 2013 Revolving Credit Commitments, respectively, a commitment fee equal to the Applicable Rate multiplied by with respect to commitment fees in respect of such Revolving Credit Commitments times the Allocable Revolving Share of the 2011 Revolving Credit Lenders or the 2013 Revolving Credit Lenders, as the case may be, of the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; 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 Borrowers 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 Borrowers 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 the Revolving Credit Facility shall accrue at all times from the Closing Date date hereof until the Maturity Date for the 2013 Revolving Credit FacilityCommitments, including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the 2011 Revolving Credit FacilityCommitments (with respect to commitment fees accrued for the accounts of the 2011 Revolving Credit Lenders) and the Maturity Date for the 2013 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. 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 Borrowers agree to pay, on a joint and several basis, Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the Revolving daily average unused amount (a) of such Lender's Tranche 1 Commitment and (b) of such Lender's Tranche 2 Commitment (for which purpose the aggregate amount of any Letter of Credit Facility Liabilities shall accrue be deemed to be a pro rata (based on the Tranche 2 Commitments) use of each Lender's Tranche 2 Commitment), in either case for the period from and including the date of this Agreement to but not including the earlier of (i) the date such Tranche 1 Commitment or Tranche 2 Commitment, as applicable, is terminated and (ii) the Tranche 1 Commitment Termination Date or the Tranche 2 Commitment Termination Date, as applicable, at all times from the Closing Applicable Commitment Fee Rate. "Applicable Commitment Fee Rate" shall mean the rate calculated by reference to the Total Debt to Cash Flow Ratio as at the last day of the most recently ended fiscal quarter of the Company (a "Commitment Fee Testing Date"), which if such Total Debt to Cash Flow Ratio shall fall within any of the ranges set forth in the table below, then, the "Applicable Commitment Fee Rate" shall be the respective percentage per annum set forth opposite such range in said table, in either case during the period commencing on the Margin Change Date until for such Commitment Testing Date to but not including the Maturity Margin Change Date for the Revolving Credit Facilitynext succeeding Commitment Fee Testing Date (except that notwithstanding the foregoing, including at the Applicable Commitment Fee Rate shall not be reduced for any time period during which one or more an Event of the conditions in Article IV is not met, Default shall have occurred and be continuing): Total Debt to Cash Flow Ratio Commitment Fee Rate ----------------------------- ------------------- 3.00 to 1 0.25% 4.00 to 1 0.375% 5.00 to 1 0.50% > 5.00 to 1 0.75% Accrued commitment fees 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, Quarterly Date and on the Maturity earlier of (i) the date the Tranche 1 Commitments or the Tranche 2 Commitments, as applicable, are terminated and (ii) the Tranche 1 Commitment Termination Date for or the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrearsTranche 2 Commitment Termination Date, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 feeas applicable.

Commitment Fee. The Borrowers agree With respect to payeach Class of Revolving Credit Commitments, on a joint and several basis, the Borrower shall pay to the Administrative Agent (i) for any period prior to the date on which an Extension Amendment becomes effective, for the account of each Revolving Credit Lender under each Class of Revolving Credit Commitments then in effect in accordance with its Pro Rata Share, a commitment fee equal to clause (c) of the Applicable Rate multiplied by with respect to commitment fees then in effect for each such Class of Revolving Credit Commitments times the actual daily amount by which the aggregate Revolving Credit Commitment Commitments for each such Class exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans under each such Class and (Bii) for any period after the date on which an Extension Amendment becomes effective (and for so long as the Non-Extended Revolving Credit Commitments and Extended Revolving Credit Commitments resulting from such Extension Amendment (or any Revolving Credit Exposure thereunder) remain outstanding), for the account of each Non-Extending Revolving Credit Lender and each Extending Revolving Credit Lender under each Class of Non-Extended Revolving Credit Commitments and Extended Revolving Credit Commitments resulting from such Extension Amendment in accordance with its Other Allocable Share of such Non-Extended Revolving Credit Commitments and such Extended Revolving Credit Commitments, respectively, a commitment fee equal to the Applicable Rate with respect to commitment fees in respect of such Non-Extended Revolving Credit Commitments or the Extended Revolving Credit Commitments, as the case may be, times the Allocable Revolving Share of the Non-Extending Revolving Credit Lenders or the Extending Revolving Credit Lenders, as the case may be, of the actual daily amount by which the aggregate Revolving Credit Commitments for each such Class exceed the Outstanding Amount of L/C ObligationsRevolving Credit Loans under each such Class; provided, 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 Borrowers 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 Borrowers 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 fees for the Revolving Credit Facility shall accrue at all times from the Closing Date date hereof (or from the date on which Revolving Credit Commitments for the applicable Facility come into effect in accordance with the terms hereof) until the Original Revolving Credit Maturity Date or the applicable Maturity Date for the Revolving Credit such Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first last Business Day of June, 2021, and on the applicable Maturity Date for such date to occur after the Closing Date, Facility (and on the Maturity Date for the any Non-Extended Revolving Credit FacilityCommitments (with respect to commitment fees accrued for the accounts of Non-Extending Revolving Credit Lenders) and the Maturity Date for Extended Revolving Credit Commitments (with respect to commitment fees accrued for the accounts of Extending Revolving Credit Lenders) for any such Facility in respect of which an Extension Amendment has been effected). 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. (a) The Operating Borrowers agree to pay, on a joint and several basis, the Acquisition Borrower shall pay to the Administrative Administration Agent for the account of the Lenders a fee (the “Commitment Fee”) in Canadian Dollars on the amount of each Revolving Credit Lender Lenders’ Proportion of the Total Commitment in accordance with its Pro Rata Sharerespect of the Operating Facility or the Acquisition Facility, a commitment fee equal to the Applicable Rate multiplied respectively, not utilized by the actual daily Operating Borrowers or the Acquisition Borrower, as the case may be. In determining the amount of each Lender’s Proportion of the Total Commitment not utilized by which the aggregate Revolving Credit relevant Borrowers: (i) Borrowings in US Dollars shall be deemed to be the Equivalent Amount thereof in Canadian Dollars; and (ii) the following Borrowings shall be deemed to be a utilization only of the Issuing Lender’s Commitment, and shall not reduce any other Lender’s Proportion of the Total Commitment exceeds not utilized by the sum of Operating Borrowers: (A) Overdraft Advances made by the Outstanding Amount of Revolving Credit Loans and Issuing Lender pursuant to Section 3.14; and (B) Contingent Payment Letters issued by the Outstanding Issuing Lender at the request of an Operating Borrower pursuant to Article 5 up to an aggregate Face Amount of L/C Obligations; provided, that Cdn.$11,000,000 (or the Equivalent Amount in US Dollars) outstanding at any commitment fee accrued with respect to any one time. (b) The Commitment Fee shall be calculated at the rate of: (i) 55 basis points per annum calculated on a daily basis on the portion of the Commitments of a Defaulting Lender during Total Commitment under the period prior Acquisition Facility not utilized by the Acquisition Borrower on such date, provided that the Commitment Fee shall cease to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any in respect of the Commitments Acquisition Facility upon the conversion of the Acquisition Facility to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee non-revolving facility on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Conversion Date for the Revolving Credit Acquisition Facility, including at any time during which one or more ; and (ii) 45 basis points per annum calculated on a daily basis on the portion of the conditions Total Commitment under the Operating Facility not utilized by the Operating Borrowers on such date, provided that the Commitment Fee shall cease to be payable in Article IV is not met, respect of the Operating Facility upon the conversion of the Operating Facility to a non-revolving facility on the Conversion Date for the Operating Facility; and (c) The Commitment Fee shall be payable from and after the Effective Date and shall be due and payable paid to the Administration Agent for the account of the Lenders quarterly in arrears on the last third Business Day following the end of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any calendar quarter, the actual daily 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender under the Revolving Facility in accordance with its Pro Rata ShareApplicable Percentage, a commitment fee equal to the Applicable applicable Commitment Fee Rate multiplied by times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Aa) the Outstanding Amount of Revolving Credit Loans (for the avoidance of doubt, excluding any Swing Line Loans) and (Bb) the Outstanding Amount of L/C Obligations; provided, 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 Borrowers 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 Borrowers 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 the each Revolving Credit Facility Commitment shall accrue at all times from the Closing Date (or date of initial effectiveness, as applicable) (and for the avoidance of doubt, the commitment fee on the Revolving Commitment under the Closing Date Revolving Facility shall accrue from the Closing Date) until the Maturity Date for the applicable Revolving Credit FacilityCommitment, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the first such date to occur after the Closing DateJune 30, 2026 and on the Maturity Date for the such Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Commitment Fee Rate separately for each period during such quarter that such Applicable Commitment Fee Rate was in effect. 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 Borrowers agree to pay, on a joint and several basis, shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the daily average unused amount of such Lender’s Revolving Credit Facility Commitment (for which purpose the aggregate amount of any Letter of Credit Liabilities in respect of Revolving Credit Letters of Credit shall accrue at all times from the Closing Date until the Maturity Date for be deemed to be a pro rata (based on the Revolving Credit FacilityCommitments) use of each Lender’s Revolving Credit Commitment), for the period from and including the most recent date of payment under the Second Restated Credit Agreement prior to the Third Restatement Effective Date to but not including the earlier of the date such Revolving Credit Commitment is terminated and the Revolving Credit Commitment Termination Date, at a rate per annum equal to (x) 5/8 of 1% at any time during which one the then-current Rate Ratio (determined pursuant to Section 3.03 of this Agreement) is greater than or more equal to 3.00 to 1.00 and (y) 1/2 of 1% at any time the then-current Rate Ratio (so determined) is less than 3.00 to 1.00. Accrued commitment fees shall be payable on each Quarterly Date and on the earlier of the conditions in Article IV is not met, date the Revolving Credit Commitments are terminated and the Revolving Credit Commitment Termination Date. The Borrowers shall be due and payable quarterly in arrears on pay to the last Business Day Administrative Agent for the account of each March, June, September and December, commencing with the first Incremental Facility Lender of any Series a commitment fee in such date to occur after the Closing Dateamounts, and on such dates, as shall have been agreed to by the Maturity Date for Borrowers and such Incremental Facility Lender upon the Revolving Credit Facilityestablishment of the Incremental Facility Commitment of such Series to such Lender pursuant to Section 2.01(f). The Accrued commitment fee shall be calculated quarterly in arrears, payable on each Quarterly Date and if there is any change in on the Applicable Rate during any quarter, the actual daily 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 earlier of the Aggregate date the relevant Commitments for purposes are terminated and the date on which the Incremental Facility Commitments of determining such Series terminate, as the commitment feecase may be.

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by with respect to commitment fees times the actual daily amount by which the aggregate amount of the Revolving Credit Commitment Commitments exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall not, in any event, include Swing Line Loans for purposes of this calculation) and (B) the Outstanding Amount of L/C Obligations; 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 Borrowers 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 Borrowers 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 the Revolving Credit Facility shall accrue at all times from the Closing Date until the Revolving Credit Commitments are terminated in full or expire (whether upon the Maturity Date for the Revolving Credit Facility, earlier termination thereof pursuant to the terms hereof, or otherwise) 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 first day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit FacilityFacility (and 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. 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 Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Tranche A Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal (the “Tranche A Commitment Fee”), in Dollars, for the period from and including the Interim Order Entry Date to the Applicable last day of the Revolving Commitment Period with respect to the Tranche A Revolving Facility (or, if earlier, the termination of all Tranche A Revolving Commitments), computed at the Commitment Fee Rate multiplied by on the actual daily amount by of the Available Revolving Commitment (but solely with respect to such Tranche A Revolving Lender’s Tranche A Revolving Commitment and Tranche A Revolving Loans) of such Tranche A Revolving Lender during the period for which payment is made, payable quarterly in arrears on the aggregate Revolving Credit Commitment exceeds the sum later of (Ax) each Fee Payment Date and (y) the Outstanding Amount date that is two Business Days after the Borrower’s receipt from the Administrative Agent of Revolving Credit Loans and (B) documentation supporting the Outstanding Amount calculation of L/C Obligationssuch commitment fee; provided, that (A) any commitment fee accrued with respect to any of the Tranche A Revolving Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers 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 Borrowers Borrower prior to such time; time and provided, further, that (B) no commitment fee shall accrue on any of the Tranche A Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee.

Commitment Fee. ‌ (a) The Borrowers agree to pay, on Company shall pay GEMIA and Secoya a joint and several basis, to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a collective commitment fee equal to two per cent (2%) of the Applicable Rate multiplied Total Commitment (“Commitment Fee”) without any Tax Deduction, unless a Tax Deduction is required by law, in which case the amount of the payment due from the Company shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. Each of GEMIA and Secoya shall be entitled to fifty per cent (50%) of the Commitment Fee, which shall be paid to each of them directly. (b) Half of the Commitment Fee shall be payable in cash and, unless previously paid in full, this amount shall be payable from the proceeds received by the actual daily amount Company pursuant to the first few Draw Down Notices issued pursuant to this Agreement and shall be automatically deducted therefrom by which the aggregate Revolving Credit Commitment exceeds Investor in the sum amounts determined by the Investor in its discretion and paid immediately to each of (A) the Outstanding Amount of Revolving Credit Loans GEMIA and (B) the Outstanding Amount of L/C Obligations; provided, that any commitment fee accrued with respect Secoya pursuant to any this Clause 7.2. The unpaid remainder of the Commitments of a Defaulting Lender during Commitment Fee shall be paid through the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable delivery by the Borrowers so long as such Lender Company of additional Shares on any Closing Date, at the Investor’s and Secoya's discretion. The amount of additional Shares for each applicable Closing Date shall be determined by the Investor and Secoya, and such Shares shall be applied against the Commitment Fee at the relevant Subscription Price. (c) The Company shall, on the date of this Agreement, provide a Defaulting Lender except Promissory Note to each of GEMIA and Secoya for their respective portion of the extent that Commitment Fee as evidence of its obligation to pay such commitment fee Commitment Fee. (d) The Commitment Fee shall otherwise be paid in full by the Company to each of GEMIA and Secoya (in their respective proportions) on or before the first (1st) anniversary of the date of this Agreement or within forty-eight (48) hours of the Company’s receipt or deemed receipt of the Purchase Price under the first Closing Notice, whichever is the earlier, irrespective of whether any Draw Down Notices have been delivered. (e) If the Company does not pay the Commitment Fee in full to GEMIA and Secoya on or before the first (1st) anniversary of the date of this Agreement, the Commitment Fee or any portion thereof then remaining outstanding shall be immediately due and payable by the Borrowers prior Company and may be deducted by the Investor from any proceeds received by the Company pursuant to such time; a Draw Down Notice or any other amount due from the Investor to the Company and provided, further, that no commitment fee paid immediately to each of GEMIA and Secoya. (f) The Company shall accrue on any pay the Commitment Fee to GEMIA’s and Secoya’s respective bank accounts as notified by each of GEMIA and Secoya to the Commitments Company in accordance with Clause 10.2 of a Defaulting Lender so long as such Lender this Agreement. (g) Each of GEMIA and Secoya shall be a Defaulting Lender. The commitment fee on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facilityentitled, including at any time during which one or more and prior to payment of Purchase Price under a Closing Notice, to assign to the Investor the right to receive its respective portion of the conditions in Article IV is not metCommitment Fee or any part thereof from the Company. Upon such assignment, and the Investor shall be due and payable quarterly in arrears on entitled to set-off such Commitment Fee or any part thereof against any Purchase Price which 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 Maturity Date for the Revolving Credit Facility. The commitment fee Investor shall be calculated quarterly in arrearsobliged to pay to the Company. Any such assignment shall be without prejudice to any other rights or remedies which GEMIA or Secoya may have against the Company. (h) It is hereby acknowledged that if, and if there on any date prior to the Payment Date (as that term is any change defined in the Applicable Rate during any quarterPromissory Note), the actual daily Company pays any portion of the Commitment Fee to GEMIA, Secoya or the Investor (and, if in the case of payment to Investor, Investor has made the corresponding payments due to each of GEMIA and Secoya) (the "Paid Amount"), then the amount due to GEMIA and Secoya under their respective Promissory Notes shall be computed and multiplied reduced respectively by an amount equal to the Applicable Rate separately for each period during Paid Amount. In such quarter that such Applicable Rate was in effect. For the avoidance of doubtcircumstances, the Outstanding Company shall issue a new Promissory Note to each of GEMIA and Secoya for an amount equal to the Commitment Fee minus the Paid Amount (or if a number of Swing Line Loans shall not be counted towards or considered usage payments have been made, the aggregate of all such Paid Amounts) against surrender by GEMIA and Secoya of the Aggregate Commitments for purposes of determining existing Promissory Notes to the commitment fee.Company.‌

Commitment Fee. The Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Revolver Lender in accordance with its Pro Rata Share, a commitment fee fee, which shall accrue at a rate per annum equal to 0.50% on the Applicable Rate multiplied by the actual average daily unused amount by which the aggregate Revolving Credit Commitment exceeds the sum of (Aa) in the Outstanding Amount case of Revolving Credit Loans and (B) Revolver A Commitments, the Outstanding Amount Revolver A Commitment of L/C Obligations; provided, that any commitment fee accrued with respect to any of the Commitments of a Defaulting such Revolver A Lender during the period prior to the time such Lender became a Defaulting Lender from and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the Revolving Credit Facility shall accrue at all times from including the Closing Date until to but excluding the Maturity Date for the Revolving Credit Facility, including at any time during which one or more earlier of the conditions date such Revolver A Commitment terminates and the Revolver A Commitment Termination Date and (b) in Article IV is not metthe case of Revolver B Commitments, the Revolver B Commitment of such Revolver B Lender during the period from and including the Closing Date to but excluding the earlier of the date such Revolver B Commitment terminates and the Revolver B Commitment Termination Date. Accrued commitment fees shall be due payable on each Quarterly Payment Date and payable quarterly in arrears on the last Business Day earlier of (a) in the case of Revolver A Commitments, the date the Revolver A Commitments terminate and the Revolver A Commitment Termination Date and (b) in the case of Revolver B Commitments, the date the Revolver B Commitments terminate and the Revolver B Commitment Termination Date, in each March, June, September and Decembercase, commencing with on the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facilitydate hereof. The All commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectactual number of days elapsed (including the first day but excluding the last day). For the avoidance purposes of doubtcomputing commitment fees, the Outstanding Amount Revolver A Commitment of Swing Line Loans a Revolver A Lender shall not be counted towards or considered usage deemed to be used to the extent of the Aggregate Commitments for purposes outstanding Revolver A Loans and Revolver A LC Exposure of determining such Revolver A Lender, and the commitment feeRevolver B Commitment of a Revolver B Lender shall be deemed to be used to the extent of the outstanding Revolver B Loans and Revolver B LC Exposure of such Revolver B Lender.

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the daily average unused amount of such Lender’s Revolving Credit Facility Commitment (for which purpose the aggregate amount of any Letter of Credit Liabilities in respect of Revolving Credit Letters of Credit shall accrue at all times from the Closing Date until the Maturity Date for be deemed to be a pro rata (based on the Revolving Credit FacilityCommitments) use of each Lender’s Revolving Credit Commitment), for the period from and including the most recent date of payment under the Existing Credit Agreement prior to the Restatement Effective Date to but not including the earlier of the date such Revolving Credit Commitment is terminated and the Revolving Credit Commitment Termination Date, at a rate per annum equal to (x) 5/8 of 1% at any time during which one the then-current Rate Ratio (determined pursuant to Section 3.03 of this Agreement) is greater than or more equal to 3.00 to 1.00 and (y) 1/2 of 1% at any time the then-current Rate Ratio (so determined) is less than 3.00 to 1.00. Accrued commitment fees shall be payable on each Quarterly Date and on the earlier of the conditions in Article IV is not met, date the Revolving Credit Commitments are terminated and the Revolving Credit Commitment Termination Date. The Borrowers shall be due and payable quarterly in arrears on pay to the last Business Day Administrative Agent for account of each March, June, September and December, commencing with the first Incremental Facility Lender of any Series a commitment fee in such date to occur after the Closing Dateamounts, and on such dates, as shall have been agreed to by the Maturity Date for Borrowers and such Incremental Facility Lender upon the Revolving Credit Facilityestablishment of the Incremental Facility Commitment of such Series to such Lender pursuant to Section 2.01(e). The Accrued commitment fee shall be calculated quarterly in arrears, payable on each Quarterly Date and if there is any change in on the Applicable Rate during any quarter, the actual daily 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 earlier of the Aggregate date the relevant Commitments for purposes are terminated and the date on which the Incremental Facility Commitments of determining such Series terminate, as the commitment feecase may be.

Commitment Fee. The Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (excluding, for the avoidance of doubt, any outstanding Swingline Loans) and (B) the Outstanding Amount of L/C Obligations; 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 Borrowers 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 Borrowers 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 the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of determining the avoidance commitment fee applicable to any Letter of doubtCredit denominated in an Alternative Currency (and not for any other purpose), the Outstanding Amount of Swing Line Loans L/C Obligations shall not be counted towards or considered usage determined on the basis of the Aggregate Commitments Dollar Equivalent in effect on the first Business Day of each January, April, July and October and such Dollar Equivalent shall be used for purposes of determining the commitment feefee with respect to each Letter of Credit which is outstanding at any time and during such calendar quarter and regardless of the issue date of such Letter of Credit.

Commitment Fee. (a) The Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the Revolving Credit Facility shall accrue at all times from the Closing Date until to, but not including, the Maturity Date for date on which the Revolving Credit FacilityCommitment of such Revolving Lender terminates, including at any the Applicable Margin for commitment fees from time during which one or more to time in effect, on the daily average amount of the conditions in Article IV is not metsuch Lender’s Unused Revolving Commitment, and shall such commitment fee to be due and payable quarterly in arrears and due sixty-one (61) days after the end of each Fiscal Quarter and on the last Business Day of each March, June, September and Decemberdate on which the Commitments terminate, commencing with on the first such date to occur after the date hereof. For purposes of calculating the commitment fee for any period during which Revolving Loans in both US Dollars and Alternative Currencies were outstanding, the Administrative Agent shall use the US Dollar Equivalent of such Alternative Currencies calculated on the basis of the Spot Exchange Rate for such Alternative Currencies, on or as of the most recent Spot Currency Determination Date. (b) The Borrower agrees to pay to the Administrative Agent for the amount of each Term Loan Lender a commitment fee from the forty-sixth (46th) day after the Closing Date, and to, but not including, the Term Loan Borrowing Date, at the Applicable Margin for commitment fees from time to time in effect, on the Maturity Date for the Revolving Credit Facility. The amount of such Term Loan Lender’s Term Loan Commitment, such commitment fee shall to be calculated quarterly in arrearspayable on the Term Loan Borrowing Date (or, and if there is any change in the Applicable Rate during any quarterBorrower elects to terminate the Term Loan Commitments, on the actual daily amount date on which the Term Loan Commitments terminate). (c) All commitment fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For actual number of days elapsed (including the avoidance of doubt, first day but excluding 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 feelast day).

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, U.S. Borrower shall pay to the U.S. Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (“U.S. Commitment Fee”) equal to the Applicable Rate multiplied by per annum, times the actual daily amount by which the aggregate U.S. Revolving Credit Commitment exceeds Commitments exceed the sum of (A) the Outstanding Amount of U.S. Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; providedObligations with respect to U.S. Letters of Credit and the Canadian Borrowers shall pay to the Canadian Administrative Agent for the account of each Canadian Lender in accordance with its Pro Rata Share, that a Commitment Fee (“Canadian Commitment Fee” and together with the U.S. Commitment Fee, the “Commitment Fees”) equal to the Applicable Rate per annum, times the actual daily amount by which the aggregate Canadian Credit Commitments exceed the sum of (A) the Outstanding Amount of Canadian Loans and (B) the Outstanding Amount of L/C Obligations with respect to Canadian Letters of Credit. Notwithstanding the foregoing, 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 Borrowers any Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee Commitment Fee shall otherwise have been due and payable by the Borrowers such Borrower prior to such time; and provided, furtherhowever, that no commitment fee Commitment Fees 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 Subject to the Revolving Credit Facility foregoing restrictions, the Commitment Fees shall accrue at all times from the Closing Date date hereof until the Maturity Date for the Revolving Credit FacilityDate, including at any time during which one or more of the conditions in Article IV is are not met, and 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 Maturity Date for the Revolving Credit FacilityDate. The commitment fee Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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 Borrowers agree to payCommencing on the Closing Date, on a joint and several basis, the Borrower shall pay to the Administrative Agent Agent, for the account of each the Revolving Credit Lender in accordance with its Pro Rata ShareLenders, a non-refundable commitment fee equal at a rate per annum determined by reference to the Applicable Rate multiplied by pricing grid set forth below (the actual "Commitment Fee Rate") on the average daily amount by which unused portion of the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C ObligationsCommitment; provided, that any commitment fee accrued with respect to any the amount of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time outstanding Swingline Loans shall not be payable by considered usage of the Borrowers so long as such Lender shall be a Defaulting Lender except to Revolving Credit Commitment for the extent that purpose of calculating such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderfee. The commitment fee on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each Marchcalendar quarter during the term of this Agreement commencing December 31, June, September and December, commencing with the first such date to occur after the Closing Date2005, and ending on the Maturity Date for the Revolving Credit FacilityMaturity Date. The Such commitment fee shall be calculated quarterly distributed by the Administrative Agent to the Revolving Credit Lenders pro rata in arrearsaccordance 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, and shall be effective on, each Calculation Date; provided, however, that (i) the initial Commitment Fee Rate shall be at Pricing Level II (as shown below) and shall remain at Pricing Level II until the first Calculation Date occurring after the fiscal quarter ending December 31, 2005 and thereafter the Pricing Level shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding the applicable Calculation Date, and (ii) if 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 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 Consolidated Total Leverage Ratio as of the Aggregate Commitments for purposes last day of determining the commitment fee.most recently ended Fiscal Quarter of the Borrower preceding such Calculation Date. The Commitment Fee Rate shall be effective from one Calculation Date until the next Calculation Date. Pricing Level Consolidated Total Leverage Ratio Commitment Fee -------------- ------------------------------------------ -------------- I Less than 0.75 to 1.00 0.25% II Greater than or equal to 0.75 to 1.00, but less than 1.25 to 1.00 0.25% III Greater than or equal to 1.25 to 1.00, but less than 1.75 to 1.00 0.375% IV Greater than or equal to 1.75 to 1.00 0.50%

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Facility Agent for the ratable account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (the “Commitment Fee”) on the daily average unutilized amount of such Lender’s aggregate Term Loan Commitment and Capital Expenditure Commitment (as such Term Loan Commitment and Capital Expenditure Commitment may be reduced from time to time under Section 2.03) at a rate per annum equal to the Commitment Fee rate set forth in the definition of “Applicable Rate multiplied by Margin” at such time, for the actual daily amount by which period from and including the aggregate Revolving Credit Commitment exceeds Signing Date to but excluding the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C ObligationsFinal Maturity Date; provided, provided that any commitment fee Commitment Fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee Commitment Fee shall otherwise have been due and payable by the Borrowers 42 Puget Holdco Credit Agreement Borrower prior to such timetime and; 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 the Revolving Credit Facility Commitment Fee shall accrue at all times from and including the Closing Signing Date until to but excluding the Final Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and Date. The accrued Commitment Fee shall be become due and payable quarterly upon the Completion Date (whether or not the Merger is financed by proceeds from the Facilities), and thereafter shall become payable in arrears on the last Business Day of each March, June, September and December, Quarter End Date commencing with on the first Quarter End Date following the Term Loan Borrowing until the earlier of the date all remaining Commitments are terminated or the Final Maturity Date. If the Merger Agreement is terminated, any Commitment Fee accrued from and including the Signing Date to but excluding such termination date shall become due and payable solely to occur after the Closing Dateextent of any break up, topping or similar fee or the payment of any other form of consideration (including reimbursement of expenses) received by Puget Holdings, Parent Holdco (to the extent such Person is not Puget Holdings), the Parent or the Borrower prior to the application of such fee or other consideration for any other uses; provided, however, if the amount of such fee or other consideration is insufficient to pay the Commitment Fee accrued until the date of payment pursuant to this Section 2.06 and any commitment fees owed to the lenders committed to the Operating Company Facilities, then the Borrower shall pay a portion of such fee or other consideration to the payment of the Commitment Fee under this Section 2.06 and a portion to the payment of commitment fees owed to the lenders committed to the Operating Company Facilities, on a pro rata basis. Notwithstanding the Maturity Date for foregoing, prior to the Revolving Credit Facility. The commitment fee Facility Agent’s receipt of evidence of the ratings referred to in Section 4.02(h), 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 fee0.75% per annum.

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

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender that is not a Defaulting Lender in accordance with its Pro Rata ShareApplicable Revolving Credit Percentage, a commitment fee equal to (the Applicable Rate multiplied by “Commitment Fee”) on the actual daily amount by which the aggregate Initial Revolving Credit Commitment Facility exceeds the sum of (A) Total Outstandings under the Outstanding Amount of Initial Revolving Credit Loans and (B) Facility, at a rate equal to the Outstanding Amount of L/C Obligationsthen-applicable Applicable Commitment Fee Percentage; 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 Borrowers Company so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee Commitment Fee shall otherwise have been due and payable by the Borrowers 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 the Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit FacilityAvailability Period, including at any time during which one or more of the conditions in Article IV V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Effective Date, and on the Maturity Date last day of the Availability Period for the Revolving Credit Facility. The commitment fee Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance purposes of doubtcalculating the Commitment Fee, the Outstanding Amount of outstanding Swing Line Loans shall not be counted towards or considered usage disregarded as a utilization of the Aggregate Commitments for purposes of determining the commitment fee.Revolving Credit Facility. MSGN – A&R Credit Agreement (2019)

Commitment Fee. The Borrowers agree In consideration of the Commitment, the Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (the “Commitment Fee”) in an amount equal to the Applicable Rate product of (i) the average daily unused portion of the Commitment beginning on the Closing Date and ending on the termination of the Commitment, multiplied by (ii) one percent (1%) per annum. The Commitment Fee shall accrue on a daily basis, shall be calculated monthly and shall be payable to the actual daily amount Lender quarterly in arrears on each Interest Payment Date with respect to each quarterly period ending on the Quarterly Date immediately prior to such Interest Payment Date and on the Maturity Date. The Commitment Fee shall be payable by the delivery of Tradable Shares, or, at the option of the Lender, as evidenced by a written notice thereof delivered to the Borrower, in immediately available funds. The number of Tradable Shares which are required to be delivered by the aggregate Revolving Credit Borrower to the Lender in satisfaction of such Commitment exceeds Fee (the sum “Commitment Fee Shares”) shall be determined by the Lender by calculating the quotient of (A) the Outstanding Amount Dollar amount of Revolving Credit Loans and the Commitment Fee which is then due, divided by (B) the Outstanding Amount Market Price. Payment of L/C Obligationsthe Commitment Fee shall be deemed satisfied upon delivery of the appropriate number of Tradable Shares to the Lender electing this payment option by not later than each Interest Payment Date and the Maturity Date. If the Lender elects to receive Commitment Fee Shares in satisfaction of the Commitment Fee for any period of time prior to the Shareholder Approval Date, then delivery of such Commitment Fee Shares shall be deferred until after Shareholder Approval and shall be delivered to the Lender by no later than the fifth (5th) Business Day following the Shareholder Approval Date; provided, that any commitment fee accrued with respect to any if the shareholders of the Commitments of a Defaulting Lender during Borrower fail to adopt the period prior to Shareholder Approval, or if the time such Lender became a Defaulting Lender and unpaid at such time shall Shareholder Approval is not be payable otherwise obtained by the Borrowers so long as Shareholder Approval Outside Date, then such Lender portion of the Commitment Fee shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been immediately due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment feeimmediately available funds.

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Agent for the account of each (i) Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided, 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 Borrowers 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 Borrowers 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 the Revolving Credit Facility fees shall accrue at all times from the Closing Restatement Effective Date or the effective date of the relevant Extension Agreement, as applicable, until the Maturity Date for the each Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing DateRestatement Effective Date or the effective date of the relevant Extension Agreement, as applicable, and on the Maturity Date for the each Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 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. (1) The Borrowers agree Borrower shall pay to pay, on a joint and several basis, to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, Lending Bank a commitment fee equal at the rate of 0.25 per cent. per annum on the amount of each Lending Bank's Available Tranche A Commitment from day to the Applicable Rate multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender day during the period prior beginning on the date of this Agreement and ending on the Commitment Termination Date relating to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderTranche A Term Commitments. The commitment fee on the Revolving Credit Facility payable under this paragraph (1) shall accrue at all times be payable in arrear quarterly from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more date 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, this Agreement and on the Maturity Commitment Termination Date for relating to the Revolving Credit FacilityTranche A Term Commitments or any earlier date on which that Lending Bank's Available Tranche A Commitment first equals zero. (2) The Borrower shall pay to each Guarantor Bank:- (a) Termination Date relating to the Guarantee Commitments, the date of the issuance of the EDB Guarantee and the date on which that Guarantor Bank's Guarantee Commitment first equals zero. The commitment fee under this sub-paragraph (2)(a) shall be calculated payable in arrear quarterly in arrears, from the date of this Agreement and if there is any change in on the Applicable Rate during any quarterearliest of the Commitment Termination Date relating to the Guarantee Commitments, the actual daily amount date of the issuance of the EDB Guarantee and the date on which that Guarantor Bank's Guarantee Commitment first equals zero; and/or (b) a commitment fee (which shall be computed and multiplied by payable in United States Dollars) at the Applicable Rate separately for rate of 0.25 per cent. per annum on the amount of each Guarantor Bank's Available Tranche B Commitment from day to day during the period during such quarter that such Applicable Rate was in effect. For beginning on the avoidance of doubt, date falling on the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage earlier of the Aggregate Commitment Termination Date relating to the Guarantee Commitments for purposes and the date on which that Guarantor Bank's Guarantee Commitment first equals zero and ending on the earlier of determining the Commitment Termination Date relating to the Tranche B Term Commitments and the date on which that Guarantor Bank's Available Tranche B Commitment first equals zero. The commitment feefee under this sub-paragraph (2)(b) shall be payable in arrear quarterly from the date falling on the earlier of the Commitment Termination Date relating to the Guarantee Commitments and the date on which that Guarantor Bank's Guarantee Commitment first equals zero and on the earlier of the Commitment Termination Date relating to the Tranche B Term Commitments and the date on which that Guarantor Bank's Available Tranche B Commitment first equals zero.

Commitment Fee. (a) The Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the daily average unutilized amount of such Lender's Revolving Credit Facility Commitment (for which purpose (x) the aggregate amount of any Letter of Credit Liabilities shall accrue at all times from the Closing Date until the Maturity Date for be deemed to be a pro rata (based on the Revolving Credit FacilityCommitments) use of each Lender's Revolving Credit Commitment and (y) the outstanding principal amount of any Sterling Loan shall be deemed to be the Dollar Equivalent of such Sterling Loan on the most recent date such amount was determined pursuant to Section 2.10(h)(i)), for the period from and including at any time during which one or more the Effective Date to but not including the earlier of the conditions in Article IV date such Revolving Credit Commitment is not met, terminated and 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 Maturity Date for the Revolving Credit Facility. Commitment Termination Date, at the Applicable Fee Rate during each Accrual Period. (b) The Borrower shall pay to the Administrative Agent for account of each Incremental Term Loan Lender commitment fee, if any, on the daily average unutilized amount of such Incremental Term Loan Lender's Incremental Term Loan Commitment, for the period from and including the Incremental Term Loan Activation Date to but not including the earlier of the date such Incremental Term Loan Commitment is terminated and the Incremental Term Loan Commitment Termination Date, at a rate per annum agreed to by the Borrower and the Incremental Term Loan Lenders and specified in the Incremental Term Loan Activation Notice. (c) Accrued commitment fee shall be calculated quarterly in arrears, payable on each Quarterly Date and if there is any change in on the Applicable Rate during any quarter, the actual daily 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 earlier of the Aggregate date the relevant Commitments for purposes of determining are terminated and the commitment feeRevolving Credit Commitment Termination Date or the Incremental Term Loan Commitment Termination Date, as the case may be.

Commitment Fee. (i) The Borrowers agree Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Tranche A Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal (the “Tranche A Commitment Fee”), in Dollars, for the period from and including the Closing Date to the Applicable last day of the Revolving Commitment Period with respect to the Tranche A Revolving Facility (or, if earlier, the termination of all Tranche A Revolving Commitments), computed at the Commitment Fee Rate multiplied by on the actual daily amount by of the Available Revolving Commitment (but solely with respect to such Tranche A Revolving Lender’s Tranche A Revolving Commitment and Tranche A Revolving Extensions of Credit) (provided, that, for purposes of this calculation, the Swingline Exposure shall not constitute a Tranche A Revolving Extension of Credit) of such Tranche A Revolving Lender during the period for which payment is made, payable quarterly in arrears on the aggregate Revolving Credit Commitment exceeds the sum later of (Ax) each Fee Payment Date and (y) the Outstanding Amount date that is two Business Days after the Borrower’s receipt from the Administrative Agent of Revolving Credit Loans and (B) documentation supporting the Outstanding Amount calculation of L/C Obligationssuch commitment fee; provided, that (A) any commitment fee accrued with respect to any of the Tranche A Revolving Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers 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 Borrowers Borrower prior to such time; time and provided, further, that (B) no commitment fee shall accrue on any of the Tranche A Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. . (ii) The Borrower agrees to pay to the Administrative Agent for the account of each Tranche B Revolving Lender a commitment fee on (the Revolving Credit Facility shall accrue at all times “Tranche B Commitment Fee” and together with the Tranche A Commitment Fee, the “Commitment Fee”), in Dollars, for the period from and including the Closing Date until to the Maturity Date for last day of the Revolving Credit FacilityCommitment Period with respect to the Tranche B Revolving Facility (or, including if earlier, the termination of all Tranche B Revolving Commitments), computed at any time during which one or more the Commitment Fee Rate on the actual daily amount of the conditions in Article IV Available Revolving Commitment (but solely with respect to such Tranche A Revolving Lender’s Tranche B Revolving Commitment and Tranche B Revolving Extensions of Credit) of such Tranche B Revolving Lender during the period for which payment is not metmade, and shall be due and payable quarterly in arrears on the last later of (x) each Fee Payment Date and (y) the date that is two Business Day of each March, June, September and December, commencing with the first such date to occur Days after the Closing DateBorrower’s receipt from the Administrative Agent of documentation supporting the |US-DOCS\115543490.9|| calculation of such commitment fee; provided, that (A) any commitment fee accrued with respect to any of the Tranche B Revolving Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and on unpaid at such time shall not be payable by the Maturity Date for Borrower so long as such Lender shall be a Defaulting Lender except to the Revolving Credit Facility. The extent that such commitment fee shall be calculated quarterly in arrears, otherwise have been due and if there is payable by the Borrower prior to such time and (B) no commitment fee shall accrue on any change in of the Applicable Rate during any quarter, the actual daily amount Tranche B Revolving Commitments of a Defaulting Lender so long as such Lender shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in 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 feea Defaulting Lender.

Commitment Fee. (a) The Borrowers agree US Borrower hereby agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account accounts of each the US Revolving Credit Lender Banks in accordance with its Pro Rata Sharetheir respective US Commitment Percentages, a commitment fee equal (the "US Commitment ------------- Fee") at the applicable Commitment Fee Rate per annum on the average daily --- amount during each calendar quarter or portion thereof from the Closing Date to the Applicable Rate multiplied by the actual daily amount Maturity Date by which the aggregate Revolving Credit Total US Commitment exceeds the sum of (A) the Outstanding Amount outstanding principal amount of US Revolving Credit Loans Loans, plus the ---- Maximum Drawing Amount and all Unpaid Reimbursement Obligations. (Bb) The Australian Borrower hereby agrees to pay in the Outstanding Amount Australian Dollar Equivalent to the Australian Agent for the accounts of L/C Obligations; provided, that any the Australian Banks in accordance with their respective Australian Commitment Percentages a commitment fee accrued with respect to any of (the Commitments of a Defaulting Lender during "Australian Commitment Fee") at the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee ------------------------- applicable Commitment Fee Rate per annum on the Revolving Credit Facility shall accrue at all times average daily amount during each calendar quarter or portion thereof from the Closing Date until to the Maturity Date by which the Total Australian Commitment exceeds the Dollar Equivalent of the sum of the outstanding principal amount of Australian Revolving Credit Loans. (c) The Mexican Borrower hereby agrees to pay to the Administrative Agent for the accounts of the US Revolving Credit Facility, including Banks in accordance with their respective Mexican Commitment Percentages a commitment fee (the "Mexican Commitment Fee") at any time the applicable Commitment Fee Rate per annum ---------------------- on the average daily amount during each calendar quarter or portion thereof from the Closing Date to the Maturity Date by which one or more the Total Mexican Commitment exceeds the sum of the conditions in Article IV is not met, and outstanding principal amount of Mexican Revolving Credit Loans. (d) The Commitment Fees shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and December, calendar quarter for the immediately preceding calendar quarter commencing with on the first such date to occur after following the Closing Date, and with a final payment on the Maturity Date for or any earlier date on which the Revolving Credit Facility. The commitment fee applicable Commitments shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 feeterminate.

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Agent a commitment fee (a “Commitment Fee”) (i) for the account of each Tranche 1 Revolving Credit Lender Lender, ratably in accordance with proportion to its Pro Rata ShareTranche 1 Revolving Commitments, a commitment fee equal to the Applicable Rate multiplied by Fee per annum for Tranche 1 Revolving Commitments on the actual average daily unused amount by of each Tranche 1 Revolving Commitment of such Lender during the period from and including the Fifth ARCA Effective Date to but excluding the date on which the aggregate such Tranche 1 Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans terminates and (Bii) for the Outstanding Amount account of L/C Obligations; providedeach Tranche 2 Revolving Lender, that any commitment fee accrued with respect ratably in proportion to any of the Commitments of a Defaulting Lender its Tranche 2 Revolving Commitments, equal to (x) during the period prior to and excluding the time Fifth ARCA Effective Date, the Applicable Fee per annum for Tranche 1 Revolving Commitments and (y) during the period from and including the Fifth ARCA Effective Date to but excluding the date on which such Lender became a Defaulting Lender and unpaid at Tranche 2 Revolving Commitment terminates, the Applicable Fee per annum for Tranche 2 Revolving Commitments, in each case, on the average daily unused amount of each Tranche 2 Revolving Commitment of such time Lender. Accrued Commitment Fees shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on (i) the last Business Day of each March, June, September and DecemberDecember of each year, (ii) with respect to Tranche 1 Revolving Commitments, the Tranche 1 Revolving Maturity Date and (iii) with respect to Tranche 2 Revolving Commitments, the Tranche 2 Revolving Maturity Date, in each case commencing with on the first such date to occur after the Closing Fifth ARCA Effective Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount Commitment Fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectactual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage extent of the Aggregate Commitments outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for purposes of determining the commitment feesuch purpose).

Commitment Fee. The Borrowers agree to pay, on a joint and several basis, Borrower shall pay to the Administrative Agent Agent, for the account of each Lender with a Revolving Credit Lender Commitment in accordance with its Pro Rata ShareApplicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Rate multiplied by times (ii) the actual daily amount by which the aggregate Aggregate Revolving Credit Commitment exceeds Commitments exceed the sum of (Ay) the Outstanding Amount of Revolving Credit Loans and (Bz) the Outstanding Amount of L/C Obligations; provided, that any commitment fee accrued with respect subject to any adjustment as provided in Section 2.15. For the avoidance of doubt, the Commitments Outstanding Amount of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Swing Line Loans shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers 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 the Revolving Credit Facility Commitment Fee shall accrue at all times from during the Closing Date until the Maturity Date for the Revolving Credit FacilityAvailability Period, including at any time during which one or more of the conditions in Article IV V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for Date; provided, that (A) no Commitment Fee shall accrue on the Revolving Credit FacilityCommitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The commitment fee Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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. (a) The Borrowers Domestic Borrowers, jointly and severally, hereby agree to pay, on a joint and several basis, pay to the Administrative Agent for the account accounts of each Revolving Credit Lender the Domestic Lenders in accordance with its Pro Rata Sharetheir respective Commitment Percentages, a commitment fee equal to in Dollars (the Applicable “Domestic Revolving Loan Commitment Fee”) at the applicable Commitment Fee Rate multiplied by per annum on the actual daily amount during each calendar quarter or portion thereof from the Restatement Effective Date to the Maturity Date by which the aggregate Aggregate Domestic Revolving Credit Loan Commitments exceed the Total Domestic Revolver Exposure (excluding the outstanding principal amount of the Domestic Swingline Loans). (b) The European Borrowers hereby agrees to pay to the European Agent for the accounts of the European Lenders in accordance with their respective Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; providedPercentages, that any a commitment fee accrued with respect to any of in Dollars (the Commitments of a Defaulting Lender during “European Commitment Fee”) at the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee applicable Commitment Fee Rate per annum on the Revolving Credit Facility shall accrue at all times actual daily amount during each calendar quarter or portion thereof from the Closing Restatement Effective Date until to the Maturity Date by which the Aggregate European Commitments exceed the Total European Exposure (excluding the outstanding principal amount of the European Swingline Loans). (c) The Canadian Borrower hereby agrees to pay to the Canadian Agent for the Revolving Credit Facility, including at any time during which one or more accounts of the conditions Canadian Lenders in Article IV is not metaccordance with their respective Commitment Percentages, and a commitment fee in Dollars (the “Canadian Revolving Loan Commitment Fee”) at the applicable Commitment Fee Rate per annum on the actual daily amount during each calendar quarter or portion thereof from the Restatement Effective Date to the Maturity Date by which the Aggregate Canadian Revolving Loan Commitments exceed the Total Canadian Revolver Exposure (excluding the outstanding principal amount of the Canadian Swingline Loans). (d) [Reserved]. (e) The UK Borrower hereby agrees to pay to the UK Agent for the accounts of the UK Lenders in accordance with their respective Commitment Percentages, a commitment fee in Dollars (the “UK Revolving Loan Commitment Fee”) at the applicable Commitment Fee Rate per annum on the actual daily amount during each calendar quarter or portion thereof from the Restatement Effective Date to the Maturity Date by which the Aggregate UK Revolving Loan Commitments exceed the Total UK Revolver Exposure (excluding the outstanding principal amount of the UK Swingline Loans). (f) The Commitment Fees shall be due and payable quarterly in arrears on within three (3) days of the last Business Day day of each March, June, September and December, calendar quarter for the immediately preceding calendar quarter commencing with on the first such date to occur after following the Closing Restatement Effective Date, and with a final payment on the Maturity Date for or any earlier date on which the Revolving Credit Facility. applicable Commitments shall terminate. (g) The commitment fee shall be calculated quarterly foregoing Commitment Fees are subject to adjustment as provided in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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§6.17(a)(iii).

Commitment Fee. The Borrowers agree to pay(a) During the period from the date of this Loan Agreement until the Maturity Date, on a joint and several basis, to the Administrative Agent Commitment Fee will be an annual fee determined in advance for the account applicable annual period, although Borrower may pay the annual fee in quarterly installments. Borrower acknowledges that Lender’s agreement to allow the Commitment Fee to be paid in quarterly installments does not alter the nature of the Commitment Fee from being an annual fee, payable in advance for each annual period. (b) The Commitment Fees will be paid as follows: (1) initial quarterly installment of the first annual Commitment Fee will be paid upon execution and delivery of this Loan Agreement; (2) subsequent quarterly installments of the annual Commitment Fee will be paid on April 30, July 30, October 30 and January 30 of each Revolving Credit Lender year, commencing on April 30, 2007; and (3) notwithstanding any decrease in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate multiplied by Loan Amount that may occur during the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided, that any commitment fee accrued annual period with respect to any which the Commitment Fee is payable, Borrower will continue to pay quarterly installments based on the Loan Amount at the beginning of the Commitments period, and the Commitment Fee payable will be adjusted at the beginning of the next annual period for which the Commitment Fee is payable. (c) If Borrower fails to pay any Commitment Fee as required under this Section 2.4 in a Defaulting timely manner, Borrower hereby authorizes Lender during to disburse to itself proceeds of the period prior Loan to pay the Commitment Fee. Lender in its sole discretion (but without any obligation to do so) may make such disbursements notwithstanding the existence of an Event of Default or Potential Default. Such disbursements will be added to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no commitment fee shall accrue on any outstanding principal balance of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderLoan. The commitment fee on authorization hereby granted is irrevocable, and no further direction or authorization from Borrower is necessary for Lender to make such disbursements. If Lender disburses to itself Loan proceeds to pay itself a Commitment Fee without first having received a request from Borrower to make such a disbursement, then Lender will send to Borrower a statement that shows the Revolving Credit Facility shall accrue at all times from amount of Loan proceeds disbursed to pay the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more Commitment Fee and an explanation of Lender’s calculation 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 Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment feethereof.

Commitment Fee. The Borrowers agree Each Borrower agrees to pay, on a joint and several basis, pay to the Administrative Agent for the account of each Lender that has a Revolving Credit Lender in accordance with its Pro Rata ShareLoan Commitment to such Borrower for each day during the period (including any portion thereof when any of the Lenders' applicable Revolving Loan Commitments are suspended by reason of the Company's inability to satisfy any condition of Article V) commencing on the Closing Date and continuing to but excluding the Revolving Loan Commitment Termination Date, a commitment fee on such Lender's Percentage of the unused portion, whether or not then available to the applicable Borrower, of the Revolving Loan Commitment Amount with respect to such Revolving Loan Commitment (net of Letter of Credit Outstandings in respect of Letters of Credit outstanding under the related Letter of Credit Commitment) for such day at a rate per annum equal to the Applicable Rate multiplied by the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided, that any Fee for such day. Such commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time fees shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly applicable Borrower in arrears on the last Business Day of each March, June, September and DecemberQuarterly Payment Date, commencing with the first such date to occur after day following the Closing Date, Date and on the Maturity Date for the Revolving Credit FacilityLoan Commitment Termination 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. For the avoidance of doubt, the Outstanding Amount making of Swing Line Loans and Uncommitted Foreign Currency Revolving Loans shall not be counted towards or considered constitute usage of the Aggregate Commitments applicable Revolving Loan Commitment with respect to the calculation of commitment fees to be paid by the Borrowers to the applicable Lenders. Any term or provision hereof to the contrary notwithstanding, commitment fees payable for purposes any period prior to the Closing Date shall be payable in accordance with the Fee Letter. Payments by the Company to the Swing Line Lender in respect of determining accrued interest on Swing Line Loans shall be net of the commitment feefee payable in respect of the Swing Line Lender's Revolving Loan Commitment.