Common use of Commitment Fee Clause in Contracts

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time exceeds the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligations. 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 IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Initial Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Pro Rata Share, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iy) the Outstanding Amount of Committed Loans and (iiz) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the commitment fee. The Commitment Fee 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 IV Section 4.02 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodMaturity Date (and, if applicable, thereafter on demand). The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately (but not invoiced separately) for each period during such quarter that such Applicable Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Revolving Lender (other than a subject to Section 2.15(a)(ii) in the case of any Defaulting Lender) such Lender’s in accordance with its Applicable Percentage of an aggregate Percentage, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iA) the Outstanding Amount of Revolving Loans and (iiB) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE IV Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 purposes of calculating clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the Commitment Fee, unused portion of the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinAggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Revolving Commitment Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate Margin times the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C ObligationsTotal Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Availability Revolving Commitment 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 last day of the Availability PeriodRevolving Commitment Termination Date. 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 purposes hereof, Swingline Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitments, or included in the determination of “Total Revolving Outstandings” for purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereincomputation thereof.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Aggregate Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the Commitment Fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than in accordance with its Applicable Revolving Credit Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate for the Commitment Fee (as shown in the definition of Applicable Rate) times the actual daily amount by which the Aggregate Commitments at such time Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the aggregate Revolving Credit Commitments for purposes of determining the Commitment Fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodPeriod 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 for the Commitment Fee during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate for the Commitment Fee separately for each period during such quarter that such Applicable Rate for the Commitment Fee was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender (other than a Defaulting Lender) such Lender’s in accordance with its Applicable Percentage of an aggregate (with respect to the Revolving Facility), a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iA) the Outstanding Amount of Revolving Loans and (iiB) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender (other than with a Defaulting Lender) such Lender’s Revolving Commitment, in accordance with its Applicable Percentage of an aggregate Revolving Percentage, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iA) the Outstanding Amount of Revolving Loans and (iiB) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE IV Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date to occur after the Closing Effective Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Parent Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to (i) in the case of the Tranche A Commitments, the Applicable Rate times the actual daily amount by which the Aggregate combined Tranche A Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Loans Tranche A L/C Obligations and (ii) in the Outstanding Amount case of L/C the Tranche B Commitments, the Applicable Rate times the actual daily amount by which the combined Tranche B Commitments exceed the Tranche B Obligations. The Commitment Fee commitment fee shall accrue at all times during the Availability PeriodPeriod (excluding the last day thereof), including at any time during which one or more of the conditions in ARTICLE Article IV is not met, and shall be due and payable quarterly in arrears on the last tenth Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For All commitment fees in respect of the purposes portion of calculating the Tranche B Commitment Fee, reduced pursuant to Section 2.05(b) and accrued until the aggregate principal amount of Swingline Loans then outstanding Term Loan Conversion Date shall be deemed to be zero unless paid on the Lenders have funded their participations thereinTerm Loan Conversion Date.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iy) the Outstanding Amount of Revolving Loans and (iiz) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one (1) or more of the conditions in ARTICLE IV Article V is not metsatisfied (or waived in accordance with Section 11.01), and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 purposes of calculating the Commitment Feeclarification, the aggregate principal amount of Swingline Loans then shall not be considered outstanding shall be deemed to be zero unless for purposes of determining the Lenders have funded their participations thereinunused portion of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent Agent, for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iA) the Outstanding Amount of Revolving Loans and (iiB) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE IV Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such new Applicable Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than in accordance with its Applicable Revolving Credit Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time Revolving Credit Facility Amount exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodPeriod 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay in Dollars to the Administrative Agent for the account of each Lender (other than a Defaulting Lender) such Lender’s Applicable Percentage in accordance with its Pro Rata Share of all Commitments, an aggregate unused commitment fee (the “Commitment Fee”) equal to fee, which shall accrue at the Applicable Rate times set forth under the column “Applicable Rate for Commitment Fee” multiplied by the actual daily amount by which of the Aggregate Commitments at unused Commitment of such time exceeds Lender during the sum period from the Closing Date to the Maturity Date. For purposes of (i) computing commitment fees with respect to the Outstanding Amount Commitments, the Commitment of each Lender shall be deemed used to the extent of the outstanding Revolving Loans and (ii) the Outstanding Amount of L/C ObligationsExposure, but not Swingline Exposure, of such Lender. 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 IV is not met, and Accrued commitment fees shall be due and payable quarterly in arrears on the last Business Day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date to occur after the Closing Dateon January 31, 2018 and on the last day of the Availability PeriodMaturity Date. 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 commitment fee shall accrue at all times, including at any time during which one or more of the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinconditions in Article IV is not met.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Applicable Revolving Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time Revolving Facility exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the commitment fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent for the account of each (i) U.S. Revolving Credit Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time U.S. Revolving Credit Facility exceeds the sum of (iA) the Outstanding Amount of U.S. Revolving Credit Loans and (iiB) the Outstanding Amount of L/C Obligations; and (ii) Global Revolving Credit Lender in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Global Revolving Credit Facility exceeds the Outstanding Amount of Global Revolving Credit Loans. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be taken into consideration in determining the commitment fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate with respect to Commitment Fees times the actual daily amount by which the Aggregate Commitments at such time exceeds the sum of (i) exceed the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C ObligationsObligations (but excluding, for the avoidance of doubt, the Swing Line Loans); provided, however that any commitment fee accrued with respect to the Commitment of a Lender that has failed to fund any portion of the Committed Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder shall not be payable by the Borrower until such time as such failure has been cured. The Commitment Fee commitment fees shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE Article IV is are not met, and shall be due and payable quarterly in arrears on the last tenth Business Day of after each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall agrees to pay to the Administrative Agent for the account of each Lender (other than a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) on such Lender’s Unused Commitment (provided that, for the avoidance of doubt, and without duplication, such Lender’s Unused Commitment shall be calculated exclusive of such Lender’s Swingline Exposure and, if such Lender is the Swingline Lender, without giving effect to the Swingline Advances, and in no event shall the aggregate of such Commitment Fees exceed an amount calculated based on the product of (a) the aggregate Revolving Credit Commitments minus the aggregate principal amount of all Revolving Advances and aggregate L/C Obligations and (b) the Applicable Rate for Commitment Fees) from the Effective Date in the case of each Initial Lender and from the effective date specified in the Assumption Agreement or in the Assignment and Assumption pursuant to which it became a Lender in the case of each other Lender until the Termination Date at a rate per annum equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such for Commitment Fees in effect from time exceeds the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligations. The Commitment Fee shall accrue at all times during the Availability Periodto time, including at any time during which one or more of the conditions in ARTICLE IV is not met, and shall be due and payable quarterly in arrears quarterly on the last Business Day day of each March, June, September and December, commencing with the first such date to occur after the Closing DateJune 30, 2021, and on the last day of the Availability Period. The Termination Date, provided that no Commitment Fee shall be calculated quarterly in arrears, and if there is any change in accrue with respect to the Applicable Rate during any quarter, the actual daily amount Unused Commitment of an Affected 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinan Affected Lender.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Applicable Revolving Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Loans and Committed Revolving Loans, plus (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Availability PeriodPeriod for the Aggregate Revolving Commitments, including at any time during which one or more of the conditions in ARTICLE IV Section 4.02 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each MarchApril, JuneJuly, September October and DecemberJanuary, commencing with the first such date to occur after the Closing Effective Date, and on the last day of the Availability PeriodPeriod for the Aggregate Revolving 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the commitment fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate for the Commitment Fee times the actual daily amount by which the Aggregate Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.18. 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 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 Date, and on the last day of Maturity Date or any earlier date on which the Availability PeriodRevolving Commitments shall terminate. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 purposes of calculating computing the Commitment Fee, Swing Line Loans shall not be counted towards or considered usage of the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinAggregate Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than in accordance with its Applicable Revolving Credit Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Aggregate Commitments at such time Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and plus (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the relevant Availability Period, including at any time during which one or more of the conditions in ARTICLE 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 Date, and on the last day of the Availability PeriodPeriod for the Revolving Credit Facility. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender (other than with a Defaulting Lender) such Lender’s Revolving Commitment in accordance with its Applicable Percentage of an aggregate Percentage, a commitment fee (the “Commitment Fee”) in Dollars equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iy) the Outstanding Amount of Revolving Loans and (iiz) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the commitment fee. The Commitment Fee 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 IV Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Initial Funding Date, and on the last day of the Availability Period. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender (other than a Defaulting Lender) such Lender’s in accordance with its Applicable Percentage of an aggregate the Aggregate Revolving Commitments, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iA) the Outstanding Amount of Revolving Loans and (iiB) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE IV Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 purposes of calculating clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the Commitment Fee, unused portion of the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinAggregate Revolving Commitments.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate Margin times the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the commitment fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than in accordance with its Applicable Revolving Credit Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Aggregate Commitments at such time Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the commitment fee. The Commitment Fee 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 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 DateJuly 1, 2025, and on the last day of the Availability PeriodPeriod 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 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. (i) The Borrower shall pay to the Administrative Agent for the account of each Lender (other than subject to Section 2.16(a)(iii) with respect to Defaulting Lenders) in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. The Commitment Fee commitment fee with respect to the Revolving Credit Facility shall accrue at all times during the Availability PeriodPeriod with respect to the Revolving Credit Facility, including at any time during which one or more of the conditions in ARTICLE Article IV is not met, and shall be due and payable quarterly in arrears on the tenth Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. Period for the Revolving Credit Facility. (ii) The Commitment Fee commitment fees set forth in clause (i) above shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall agrees to pay to the Administrative Agent for the account of each Lender (other than in accordance with its Pro Rata Share Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate Percentage times the actual daily amount by which the Aggregate Commitments at such time Total Commitment exceeds the sum of (i) the Outstanding Amount of Loans Advances and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 8.16 (the “Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be, but the Outstanding Amount of L/C Obligations shall be, counted towards or considered usage of the Total Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Availability Periodperiod from the Effective Date until the Termination Date, including at any time during which one or more of the conditions in ARTICLE IV Article III is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember (each, a “Commitment Fee Payment Date”), commencing with the Commitment Fee Payment Date first such date to occur occurring after the Closing Effective Date, and on the last day of the Availability PeriodTermination Date. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Percentage separately for each period during such quarter that such Applicable Rate Percentage was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds the sum of (iA) the Outstanding Amount of Revolving Loans and (iiB) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE IV Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 purposes of calculating clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the Commitment Fee, unused portion of the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinAggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Revolving Lender (other than a Defaulting Lender) such Lender’s in accordance with its Applicable Percentage of an aggregate the Aggregate Revolving Commitments, a commitment fee (the “Commitment Fee”) calculated on a per annum basis equal to (i) the Applicable Rate Commitment Fee Percentage times (ii) the actual daily amount averages by which the Aggregate Revolving Commitments at (excluding the Revolving Commitment of any Defaulting Lender) exceed the Total Revolving Exposure; provided, that, for purposes of calculating any Commitment Fee hereunder, such time exceeds Commitment Fee shall be calculated without giving effect to automatic increases to the sum of (i) the Outstanding Stated Amount of Loans and (ii) the Outstanding Amount Letters of L/C ObligationsCredit which have not yet occurred when determining Total Revolving Exposure. 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last first Business Day after the end of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the Closing DateDate (i.e., July 1, 2020), and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change . Outstanding Swing Line Loans will not be considered in the Applicable Rate during any quarter, the actual daily 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 purposes calculation of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. (i) The Borrower Company shall pay to the Administrative Agent Agent, for the account of each Revolving A Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) in Dollars equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving A Commitments at such time exceeds exceed the sum of (iy) the Outstanding Amount of Revolving A Loans and (iiz) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving A Commitments for purposes of determining the commitment fee. (ii) The Commitment Fee Company shall pay to the Administrative Agent, for the account of each Revolving B Lender in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving B Commitments exceed the Outstanding Amount of all Revolving B Loans. (iii) The commitment fees described in clauses (i) and (ii) shall accrue at all times during the applicable Availability Period, including at any time during which one or more of the conditions in ARTICLE IV Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the applicable Availability Period. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Applicable Revolving Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time Revolving Facility exceeds the sum of (i) the Outstanding Amount of Revolving Loans and plus (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the commitment fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodPeriod for the Revolving 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Parent Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Pro Rata Share, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times multiplied by the actual daily amount by which of the unused portion of the Aggregate Commitments, subject to adjustment as provided in Section 2.16; provided that the amount of outstanding Swing Line Loans shall not be considered usage of the Aggregate Commitments at such time exceeds for the sum purpose of (i) calculating the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligationscommitment fee. The Commitment Fee commitment fee for each Lender shall accrue at all times during from the Availability PeriodClosing Date (or such later date as such Lender becomes party hereto, including at any time during which one or more of as applicable) until the conditions in ARTICLE IV is not met, Maturity Date for such Lender and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodMaturity Date for such 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 commitment fee shall accrue at all times, including at any time during which one or more of the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinconditions in Article IV is not met.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) at a rate per annum equal to the Applicable Rate product of (i) for any day on which the actual Available Borrowing Amount is less than 25%, (x) 0.15% times (y) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds the sum of (i) exceed the Outstanding Amount of Loans Revolving Loans, subject to adjustment as provided in Section 2.14; and (ii) for any day on which the actual Available Borrowing Amount is equal to or greater than 25%, (x) 0.25% times (y) the actual daily amount by which the Aggregate Revolving Commitments exceed the Outstanding Amount of L/C ObligationsRevolving Loans, subject to adjustment as provided in Section 2.14. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day fifteenth day of each MarchApril, JuneJuly, September October and DecemberJanuary, in each case with respect to the calendar quarter period then most recently ended, commencing with on the first such date to occur after the Closing Date, and on the last day of the Availability PeriodMaturity 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 purposes of calculating clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the Commitment Fee, unused portion of the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinAggregate Revolving Commitments.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Aggregate Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the Commitment Fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender (other than with a Defaulting Lender) such Lender’s Revolving Commitment, in accordance with its Applicable Percentage of an aggregate Revolving Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable product of (i) the Commitment Fee Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iA) the Outstanding Amount of Revolving Loans and (iiB) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE IV Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Effective Date, and on the last day of the Availability Period. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the commitment fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower Revolving Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Rate for Commitment Fees times the actual daily amount by which the Aggregate Revolving Credit Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. 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 purposes of calculating clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the Commitment Fee, unused portion of the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinAggregate Revolving Credit Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Fee Rate times the actual daily amount by which the Aggregate Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Applicable Revolving Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee in Dollars (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time Revolving Facility exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE Article IV is not met, and shall be due and payable quarterly in arrears on the last first Business Day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the then-applicable percentage (per annum) set forth under the column “Commitment Fee” in the definition of “Applicable Rate Rate”, times the actual daily amount by which the Aggregate aggregate Commitments at of such time exceeds Lender exceed the sum aggregate Revolving Credit Exposures of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligationssuch Lender. 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day fifteenth day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and ending on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in such “Commitment Fee” percentage pursuant to the definition of “Applicable Rate Rate” during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate such “Commitment Fee” percentage separately for each period during such quarter that such Applicable Rate “Commitment Fee” percentage was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Revolving Lender (other than in accordance with its Pro Rata Share, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) in Dollars equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Commitments at such time Revolving Committed Amount exceeds the sum of (iA) the Outstanding Amount of Loans and Revolving Loans, plus (iiB) the Outstanding Amount of L/C Obligations. 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 IV Section 5.02 is not met, and shall be (1) computed on a quarterly basis in arrears and (2) due and payable quarterly in arrears on the last fifth (5th) Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodRevolving Maturity 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 purposes of calculating clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving Committed Amount. Notwithstanding anything to the contrary contained herein Defaulting Lenders shall not be entitled to the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinFee as provided in Section 2.15.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate for the Commitment Fee times the actual daily amount by which the Aggregate Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.18. 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodPeriod (or any earlier date on which the Aggregate Commitments shall terminate). The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 purposes of calculating computing the Commitment Fee, Swing Line Loans shall not be counted towards or considered usage of the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinAggregate Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the product of (i) the annual percentage set forth under the column “Commitment Fee” in the definition of Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iA) the Outstanding Amount of Revolving Loans and (iiB) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE IV Section 5.02 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any agreement to change the annual percentage set forth under the column “Commitment Fee” in the definition of Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate such percentage separately for each period during such quarter that such Applicable Rate an applicable annual percentage rate was in effect. For the purposes of calculating clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the Commitment Fee, unused portion of the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinRevolving Commitments.

Commitment Fee. The Borrower shall Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of each Lender (other than in accordance with its Pro Rata Share, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate (converted to a daily rate) times the actual daily amount by which the Aggregate Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in clause (c) below. 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 IV Article V is not met, and shall be due and payable quarterly in arrears on the last 20th day (or, if such day is not a Business Day Day, the next Business Day) of each March, June, September and December, commencing with the first such date to occur after the Restatement Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than in accordance with its Pro Rata Share, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate Margin times the actual daily amount by which the Aggregate aggregate Revolving Credit Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Loans and Revolving Credit Loans, (ii) the Outstanding Amount of L/C ObligationsObligations and (iii) the Outstanding Amount of Swing Line Loans. The Commitment Fee commitment fee shall accrue at all times during from the Availability Perioddate hereof until the date on which the Aggregate Revolving Credit Commitments have terminated, the Outstanding Amounts on all Committed Loans and Swing Line Loans have been paid and the Outstanding Amounts on all L/C Obligations have been paid or Cash Collateralized (the “Termination Date”), including at any time during which one or more of the conditions in ARTICLE IV Article 4 is not met, and shall be due and payable quarterly in arrears on the last first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the Closing DateOctober 1, 2008, and on the last day of the Availability PeriodTermination Date. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent Agent, for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iy) the Outstanding Amount of Revolving Loans and (iiz) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE Article IV 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 Effective Date, and on the last day of the Availability PeriodMaturity Date. The Commitment Fee shall be calculated quarterly in arrearsarrears for the period beginning on the first calendar day of the quarter ended immediately prior to the date of payment and ending on the last calendar 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate times the actual daily amount by which the Aggregate Commitments at exceed the Total Outstandings; provided, that the outstanding amount of any Swingline Loans shall not be included in Total Outstandings for purposes of calculating the commitment fee pursuant to this Section 2.6(b); provided, further, that no commitment fee shall be payable on the Commitment of a Lender to the extent and for so long as such time exceeds the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C ObligationsLender is a Defaulting Lender. The Commitment Fee commitment fee shall accrue at all times on such amount during the Availability Period, including at any time during which one or more of the conditions in ARTICLE IV Article IX is not met, and shall be 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 last day expiration of the Availability Period. The Commitment Fee 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than a any Defaulting Lender) such Lender’s Applicable Percentage of an aggregate in accordance with its Pro Rata Share, a commitment fee (the “Commitment Fee”) equal to the Applicable Rate Margin times the actual average daily unused amount by which of the Aggregate Commitments at such time exceeds Revolving Loan Commitment Amount (calculated without giving effect to any outstanding Swing Line Loans) of the sum of Revolving Lenders (i) other than the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C ObligationsDefaulting Lenders, if any). The Commitment Fee commitment fee shall accrue at all times during from the Availability PeriodClosing Date to the Revolving Loan Commitment Termination Date, including at any time during which one or more of the conditions in ARTICLE IV subsection 4.2 is not met, computed on the basis of a 360-day year for the actual number of days elapsed, and shall be due and payable quarterly in arrears on and to (but excluding) the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, December of each year and on the last day of the Availability PeriodRevolving Loan Commitment Termination Date. 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 average daily unused 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Pro Rata Share, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate for the commitment fee times the actual daily amount by which the Aggregate Commitments at such time exceeds Facilities Commitment exceed the sum aggregate outstanding amount of (i) the Outstanding Amount of Loans and (ii) plus the Outstanding Amount of L/C ObligationsPurchasers’ Investment. The Commitment Fee 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 IV Section 4 is not met, shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be 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 last day Termination Date; provided that in connection with any reduction or termination of the Availability PeriodAggregate Facilities Commitment pursuant to Section 2.04, the accrued fee calculated on the portion so terminated or reduced for the period ending on such date shall also be paid on the date of such reduction or termination. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower Commencing on the Closing Date, subject to Section 3.08, Anixter shall pay to the Administrative Agent Agent, for the account of each Lender (other than a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate in accordance with its Pro Rata Share, a non-refundable commitment fee (the “Commitment Fee”) equal to the Applicable Rate Margin times the actual average daily amount by which unused portion of the Aggregate Commitments at such time exceeds of the sum Lenders (other than the Defaulting Lenders, if any); provided that the amount of (i) outstanding Swing Line Loans shall not be considered usage of the Outstanding Amount Aggregate Commitments for the purpose of Loans and (ii) calculating the Outstanding Amount of L/C ObligationsCommitment Fee. The Commitment Fee shall accrue at all times during the Availability Period, (including at any time during which one or more of the conditions in ARTICLE Article IV is not met, ) from the Closing Date until the Maturity Date and shall be 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, Date and ending on the last day of the Availability PeriodMaturity Date. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than a Defaulting Lender) such Lender’s in accordance with its Applicable Percentage of an aggregate the Revolving Credit Facility, a commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving Credit Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.14. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Credit Commitments for purposes of determining the commitment fee. The Commitment Fee commitment fee shall accrue at all times during commencing on the Closing Date and through the Availability Period, including at any time during which one or more of the conditions in ARTICLE Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Revolving Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) calculated on a per annum basis equal to the Applicable Rate Commitment Fee Percentage times the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly monthly in arrears on the last Business Day first calendar day after the end of each March, June, September and Decembermonth, commencing with the first such date to occur after the Closing First Amendment Effective Date, and on the last day of the Availability Period. The Commitment Fee commitment fee shall be calculated quarterly monthly in arrears, and if there is any change in the Applicable Rate Commitment Fee Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Commitment Fee Percentage separately for each period during such quarter that such Applicable Rate Commitment Fee Percentage was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iy) the Outstanding Amount of Revolving Loans and (iiz) the Outstanding Amount of L/C Obligations. 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 IV Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodMaturity 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 purposes of calculating clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the Commitment Fee, unused portion of the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinAggregate Revolving Commitments.

Commitment Fee. The Borrower Borrowers (jointly and severally) shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.18. 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 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 Date, and on the last day of the Availability PeriodMaturity 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding Such fees shall be deemed to fully earned when due and payable and shall not be zero unless the Lenders have funded their participations thereinrefundable for any reason whatsoever.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Revolving Lender (other than a Defaulting Lender) such Lender’s in accordance with its Applicable Percentage in respect of an aggregate the Revolving Facility, a commitment fee (the “Commitment Fee”) equal to the then-applicable percentage (per annum) set forth under the column “Commitment Fee” in the definition of “Applicable Rate Rate”, times the actual daily amount by which the Aggregate aggregate Revolving Commitments at of such time exceeds Revolving Lender exceed the sum aggregate Revolving Credit Exposures of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligationssuch Revolving Lender. 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day fifteenth day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and ending on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in such “Commitment Fee” percentage pursuant to the definition of “Applicable Rate Rate” during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate such “Commitment Fee” percentage separately for each period during such quarter that such Applicable Rate ”Commitment Fee” percentage was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent Agent, for the account of each Lender (other than Lender, in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate Margin times the actual average daily amount by which the Aggregate Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligations. 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 Article IV is not met, and shall be due and payable quarterly monthly in arrears on the last Business Day first calendar day of each March, June, September and Decembermonth, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period; provided, however, that no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly monthly in arrears, and if there is any change in the Applicable Rate Margin during any quartermonth, the actual average daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter month that such Applicable Rate Margin was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, a commitment fee in Dollars (i) for the account of each Domestic Lender (other than in accordance with its Applicable Percentage, at a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) rate per annum equal to the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Domestic Revolving Commitments at such time exceeds exceed the sum of (i1) the Outstanding Amount of Domestic Revolving Loans and (ii2) the Outstanding Amount of L/C ObligationsObligations and (ii) the account of each Euro Lender in accordance with its Applicable Percentage, at a rate per annum equal to the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Euro Revolving Commitments exceed the Outstanding Amount of Euro Revolving Loans. The Commitment Fee 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 IV Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodMaturity Date. 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 purposes of calculating clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the Commitment Fee, unused portion of the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinAggregate Domestic Revolving Commitments.

Commitment Fee. The Borrower Borrowers, jointly and severally, shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than in accordance with its Applicable Revolving Credit Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving Credit Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Credit Commitments for purposes of determining the commitment fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iy) the Outstanding Amount of Revolving Loans and (iiz) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE IV Article V is not metsatisfied (or waived in accordance with Section 11.01), and shall be 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 full fiscal quarter ending after the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the purposes of calculating the Commitment Feeclarification, the aggregate principal amount of Swingline Loans then shall not be considered outstanding shall be deemed to be zero unless for purposes of determining the Lenders have funded their participations thereinunused portion of the Aggregate Revolving Commitments.

Commitment Fee. (a) The Borrower shall Company agrees to pay to the Administrative Agent Agent, for the account of each Lender (other than Multi-Currency Lender, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (from and including the “Commitment Fee”) Effective Date in the amount equal to the Applicable Commitment Fee Rate times on the actual amount equal to the Commitment Percentage of such Multi-Currency Lender multiplied by the average daily amount by which the Aggregate Commitments at such time Commitment exceeds the sum Aggregate Actual Outstanding Multi-Currency Extensions of Credit (iwithout taking into account any amount of Swing Line Loans from time to time outstanding) during the Outstanding Amount period for which such fee is payable. (b) Each commitment fee owing pursuant to Section 7.13(a) shall be payable, in arrears, (x) for each fiscal quarter of Loans the Company (or portion thereof) following the Effective Date, on the date which is two Business Days following the last day of each such fiscal quarter (commencing on June 30, 2011); provided, however, that if the Company shall not have received from the Administrative Agent the documentation supporting calculations of such commitment fee prior to such date, then, on the date which is two Business Days after the date of the Company’s receipt from the Administrative Agent of such supporting documentation and (iiy) the Outstanding Amount of L/C Obligations. 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 IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Commitment Period. The Commitment Fee shall . (c) Notwithstanding anything herein to the contrary, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be calculated quarterly in arrearsentitled to any fees accruing during such period pursuant to clause (a), and if there is any change in the Applicable Rate during any quarter, the actual daily 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.Section

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Applicable Revolving Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time Revolving Facility exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the commitment fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodPeriod for the Revolving Facility, provided that the commitment fee for the first full fiscal quarter following the Closing Date shall be determined based on the Consolidated Net Leverage Ratio in effect as of the Closing Date, as demonstrated by the Closing Date Consolidated Net Leverage Ratio Certificate. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.18. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the commitment fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than in accordance with its Applicable Revolving Credit Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving Credit Commitments at such time exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Credit Commitments for purposes of determining the commitment fee. The Commitment Fee commitment fee shall accrue at all times during the Availability PeriodPeriod with respect to the Revolving Credit Facility, including at any time during which one or more of the conditions in ARTICLE Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time Facility exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Facility for purposes of determining the commitment fee, except to the extent the Outstanding Amount of Swing Line Loans has been refinanced with a Revolving Borrowing in accordance with Section 2.04(c)(i). The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last first Business Day of each MarchApril, JuneJuly, September October and DecemberJanuary (with respect to the calendar quarter immediately preceding such date), commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodPeriod for the 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent Agent, for the account of each Revolving Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment com-mitment fee (the “Commitment Fee”) in Dollars equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iA) the Outstanding Amount of all Revolving Loans and plus (iiB) the Outstanding Amount of all L/C Obligations, subject to adjustment as provided in Section 2.18. The Commitment Fee shall accrue at all times during the Availability PeriodPeriod (and thereafter so long as any Revolving Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in ARTICLE Article IV is not met, and shall be due and payable quarterly quar-terly in arrears on the last Business Day of each March, June, September and December, commencing com-mencing with the first such date to occur after the Closing Initial Funding Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the purposes of calculating clarification, Swing Line Loans shall not be con-sidered outstanding for purposes of determining the Commitment Fee, unused portion of the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinAggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than in accordance with its Applicable Revolving Credit Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Aggregate Commitments at such time Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and plus (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the relevant Availability Period, including at any time during which one or more of the conditions in ARTICLE Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodPeriod for the Revolving Credit Facility. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate times the actual daily amount by which the Aggregate Commitments at such time exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided by Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee. The Commitment Fee commitment fee shall accrue at all times during the relevant Availability Period, including at any time during which one or more of the conditions in ARTICLE Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than Revolving Credit Lender, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate 0.75% per annum times the actual average daily amount by which the Aggregate Commitments at Revolving Credit Commitment of such time Lender exceeds the sum of (i) the Outstanding Amount of such Lender’s Revolving Credit Loans and (ii) such Lender’s Pro Rata Share of the Outstanding Amount of L/C ObligationsObligations (but excluding, for the avoidance of doubt, the Swing Line Loans) (the “Commitment Fee”); provided, however that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender during any period that it is a Defaulting Lender until such time as such failure has been cured (as determined by the Administrative Agent and the Borrower). The Commitment Fee Fees shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE Article IV is are not met, and shall be due and payable quarterly in arrears on the last Business Day of each MarchMarch 31, JuneJune 30, September 30 and DecemberDecember 31, commencing with the first such date to occur after the Closing Effective Date, and on the last day of the Availability Period. The Commitment Fee Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Applicable Revolving Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual average daily amount by which the Aggregate Commitments at such time Revolving Facility exceeds an amount equal to the sum of (i) the Outstanding Amount of Loans and Revolving Loans, plus (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the commitment fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day first calendar day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodPeriod for the Revolving Facility, provided that the commitment fee for the first full fiscal quarter following the Closing Date shall be determined based on the Consolidated Leverage Ratio in effect as of the Closing Date, as demonstrated by the Closing Date Consolidated Leverage Ratio Certificate. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Pro Rata Share, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “"Commitment Fee”") in an amount equal to (A) the Applicable Rate percent set forth in the Pricing Grid under the column entitled "Commitment Fee" as applicable from time to time based on the applicable Pricing Level (determined based on the Borrower's Debt Rating from time to time) times (B) the actual daily amount by which the Aggregate Commitments at such time exceeds the sum of (i) exceed the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligationson each such day. 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 IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember prior to the Revolving Loan Maturity Date, and on the Revolving Loan Maturity Date, commencing with the first such quarterly date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Debt Rating during any quarter, the actual daily amount Commitment Fee shall be computed and multiplied by using the Applicable Rate applicable percent set forth in the Pricing Grid under the column entitled "Commitment Fee" separately for each period during such quarter that such Applicable Rate each Pricing Level was in effect. For The Commitment Fee shall accrue at all times from and after the purposes Closing Date until the Revolving Loan Maturity Date, including at any time during which one or more of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinconditions in Article IV is not met.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Applicable Revolving Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time Revolving Facility exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the commitment fee. The Commitment Fee commitment fee shall accrue at all times during the relevant Availability Period, including at any time during which one or more of the conditions in ARTICLE Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodPeriod for the Revolving 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share (other than a subject to Section 2.14(a) with respect to any Defaulting Lender) such Lender’s Applicable Percentage of an aggregate ), a commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which of the excess of the Aggregate Commitments at such time exceeds the sum of (i) over the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C ObligationsAmount. The Commitment Fee commitment fee shall accrue at all times during the Availability Periodperiod commencing on the earlier of (i) the date that is 60 days following the date hereof and (ii) the Closing Date and ending on the Termination Date, including at any time during which one or more of the conditions in ARTICLE Article IV is not met, and . The commitment fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Dateearlier of the dates set forth in subclauses (i) and (ii) in the immediately preceding sentence, and on the last day of the Availability PeriodTermination Date (and, if applicable, thereafter on demand). On each such payment date all commitment fees which have accrued to but excluding any such payment date shall be due and payable. 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than in accordance with its Applicable Revolving Credit Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving Credit Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.18. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Credit Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Pro Rata Revolving Share, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “"Commitment Fee”") equal to the Applicable Rate Margin times the actual daily amount by which the Aggregate Revolving Credit Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations. The Commitment Fee shall accrue at all times during from April 24, 2002 until the Availability Period, including at any time during which one or more of the conditions in ARTICLE IV is not met, Revolving Credit Maturity Date and shall be due and payable quarterly in arrears on the last Business Day calculated as of each March, June, September and DecemberQuarterly Fee Calculation Date, commencing with the first such date to occur after April 24, 2002, and shall be due and payable on the Closing respective Quarterly Fee Payment Date for each such Quarterly Fee Calculation Date, and on the last day of the Availability PeriodRevolving Credit Maturity Date. 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 Commitment Fee shall accrue at all times, including at any time during which one or more of the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinconditions in Article IV is not met.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Pro Rata Share, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate aggregate Revolving Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Committed Revolving Loans (not including the Outstanding Amount of Swing Line Loans) and (ii) the Outstanding Amount of L/C Obligations; provided, however, that for each day that the sum of (i) the Outstanding Amount of Committed Revolving Loans (not including the Outstanding Amount of Swing Line Loans) and (ii) the Outstanding Amount of L/C Obligations exceeds 33% of the aggregate Revolving Commitments, such Applicable Rate shall be reduced by 5 basis points. The Commitment Fee commitment fee shall accrue at all times during from the Availability Period, including at any time during which one or more of Closing Date until the conditions in ARTICLE IV is not met, Revolving Loan Maturity Date and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodRevolving Loan Maturity Date. 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 commitment fee shall accrue at all times, including at any time during which one or more of the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinconditions in Section 4 is not met.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, (i) for the account of each Revolving Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the product of (A) the Applicable Rate for Commitment Fees times (B) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (i1) the Outstanding Amount of Revolving Loans and (ii2) the Outstanding Amount of L/C Obligations, and (ii) for the account of each Supplemental Revolver Lender in accordance with its Applicable Percentage, a commitment fee equal to the product of (A) the Applicable Rate for Commitment Fees times (B) the actual daily amount by which the Aggregate Supplemental Revolver Commitments exceed the Outstanding Amount of Supplemental Revolver Loans. The Commitment Fee 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 IV Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate for Commitment Fees during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate for Commitment Fees separately for each period during such quarter that such Applicable Rate was in effect. For the purposes of calculating clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the Commitment Fee, unused portion of the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinAggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligations; provided that for the purposes of calculating the Commitment Fee, Swing Line Loans will not be deemed to be utilized. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodMaturity Date. 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 Notwithstanding anything to the purposes contrary herein, no commitment fee shall accrue on any of calculating the Commitment Fee, the aggregate principal amount Commitments of Swingline Loans then outstanding a Defaulting Lender so long as such Lender shall be deemed to be zero unless the Lenders have funded their participations therein.a Defaulting Lender

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than Lender, in Dollars, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) in an amount equal to the sum of (a) an amount equal to the Applicable Rate times multiplied by the Dollar Equivalent of the actual daily amount by which the Aggregate Commitments at such time Revolving Commitment exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C ObligationsObligations for the preceding quarterly period plus (b) as applicable and in respect of each day during the Term Loan Availability Period occurring prior to the date on which the Lender makes the Term Loan to the Borrower, an amount equal to 0.075%, per annum, multiplied by the amount of the Term Commitment. The Commitment Fee shall accrue at all times during the Revolving Availability Period and/or Term Loan Availability Period, as applicable, including at any time during which one or more of the conditions any condition in ARTICLE 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 Restatement Date, and on the last day of the Availability PeriodRevolving Maturity 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 by which the Revolving Commitment exceeds the Outstanding Amount of Revolving Loans and L/C Obligations 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than in accordance with its Applicable Revolving Credit Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Aggregate Commitments at such time Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee. The Commitment Fee 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 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 ClosingAmendment No. 3 Effective Date, and on the last day of the Availability PeriodPeriod 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 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Revolving Lender (other than a Defaulting Lender) such Lender’s in accordance with its Applicable Percentage in respect of an aggregate the Revolving Facility, a commitment fee (the “Commitment Fee”) equal to the then-applicable percentage (per annum) set forth under the column “Commitment Fee” in the definition of “Applicable Rate Rate”, times the actual daily amount by which the Aggregate aggregate Revolving Commitments at of such time exceeds Revolving Lender exceed the sum aggregate Revolving Credit Exposures of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligationssuch Revolving Lender. 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day fifteenth day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and ending on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in such “Commitment Fee” percentage pursuant to the definition of “Applicable Rate Rate” during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate such “Commitment Fee” percentage separately for each period during such quarter that such Applicable Rate “Commitment Fee” percentage was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iy) the Outstanding Amount of Revolving Loans and (iiz) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE IV Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall agrees to pay to the Administrative Agent for the account of each Lender (other than a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (for the “period from and including the first day of the Revolving Credit Commitment Fee”) equal Period to the Applicable Rate times Revolving Credit Termination Date, computed at the actual rate per annum calculated as provided in the next succeeding sentence on the average daily amount by which of the Aggregate Commitments at Available RC Commitment of such time exceeds the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligations. The Commitment Fee shall accrue at all times Lender during the Availability Periodperiod for which payment is made, including at any time during which one or more of the conditions in ARTICLE IV is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember and on the Revolving Credit Termination Date or such earlier date as the Revolving Credit Commitments shall terminate as provided herein, commencing with on the first of such date dates to occur after the Closing Datedate hereof. The rate per annum at which such commitment fee shall be calculated for each day during any period of computation shall be equal to (a) 3/8 of 1% per annum, and on if the ratio of Consolidated Funded Debt as of the last day in the period of four consecutive fiscal quarters of the Availability PeriodBorrower most recently ended prior to such day for which financial statements have been delivered pursuant to Section 9.1(a) or (b) to Adjusted EBITDA for such period was less than 2.00 to 1, and (b) 1/2 of 1% per annum, if otherwise. The Commitment Fee rate at which such commitment fee is calculated shall be calculated quarterly in arrears, adjusted on and if there is any change in as of the Applicable Rate during any quarter, date on which the actual daily amount shall be computed and multiplied by the Applicable Rate separately consolidated financial statements for each period during of four consecutive fiscal quarters of the Borrower and its Subsidiaries are delivered pursuant to Section 9.1(a) or (b), provided, however, that if such quarter that financial statements are not delivered when required pursuant to such Applicable Rate was in effect. For the Section, then until such financial statements are so delivered for purposes of calculating the Commitment Fee, rate at which such commitment fee is calculated the aggregate principal amount ratio of Swingline Loans then outstanding Consolidated Funded Debt to Adjusted EBITDA for such period shall be deemed to be zero unless the Lenders have funded their participations thereingreater than 2.00 to 1.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than in accordance with its Applicable Revolving Credit Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate under the Revolving Credit Facility times the actual daily amount by which the Aggregate Commitments at such time Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15; provided that for purposes of calculating the Commitment Fee, Swing Line Loans will not be deemed to be utilized. 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodMaturity Date. The Commitment Fee shall be calculated quarterly in arrears, arrears and if there is any change in the Applicable Rate during any quarter, the actual daily 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall Company agrees to pay to the Administrative Agent for the account of each Lender (other than a Defaulting Lender) commitment fee on the amount equal to such Lender’s Applicable Percentage of an aggregate commitment fee (the “Revolving Credit Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time exceeds minus the sum of (i) the Outstanding Amount aggregate principal amount of Loans all Revolving Credit Advances made by such Lender and (ii) such Lender’s Ratable Share of all outstanding Letters of Credit (based in respect of any Revolving Credit Advances and Letters of Credit denominated in a Committed Currency by reference to the Outstanding Amount Equivalent thereof in Dollars determined on the Business Day prior to the calculation of L/C Obligations. The Commitment Fee shall accrue such fee), from the Effective Date in the case of each Initial Lender and from the effective date specified in the Assumption Agreement or in the Assignment and Assumption pursuant to which it became a Lender in the case of each other Lender until the Termination Date at all times during a rate per annum equal to the Availability PeriodApplicable Percentage in effect from time to time, including at any time during which one or more of the conditions in ARTICLE IV is not met, and shall be due and payable quarterly in arrears quarterly on the last Business Day day of each of March, June, September and December, commencing with the first such date to occur after the Closing DateDecember 31, 2014, and on the last day of the Availability Period. The Commitment Fee Termination Date applicable to such Lender, provided that no Defaulting Lender shall be calculated quarterly in arrears, and if there is entitled to receive any change in the Applicable Rate during commitment fee for any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during which that Lender is a Defaulting Lender (and the Company shall not be required to pay such quarter fee that such Applicable Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed otherwise would have been required to be zero unless the Lenders have funded their participations thereinbeen paid to that Defaulting Lender).

Commitment Fee. The Borrower shall agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate for the Commitment Fee times the actual daily amount by which the Aggregate Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of Maturity Date or any earlier date on which the Availability PeriodAggregate Commitments shall terminate. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 purposes of calculating computing the Commitment Fee, Swing Line Loans shall not be counted towards or considered usage of the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinAggregate Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Applicable Revolving Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time Revolving Facility exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the commitment fee. The Commitment Fee 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 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 and, in the case of the commitment fee with respect to the Revolving Facility, on the last day of the Availability PeriodPeriod for the Revolving 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.▇▇▇▇-▇▇▇▇-▇▇▇▇ v.7

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Pro Rata Share, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at exceed the Total Outstandings; provided, however, that no such time exceeds fee shall be payable for the sum account of (i) any Defaulting Lender and, in making the Outstanding Amount foregoing calculation, the Commitment of Loans and (ii) Defaulting Lenders shall be deducted from the Outstanding Amount of L/C ObligationsAggregate Commitments. The Commitment Fee 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 Article IV is not metmet or otherwise waived, and shall be due and payable quarterly in arrears on (i) the last Business Day earlier of (x) 7 days after the end of each March, June, September and December, commencing with the first such date to occur after the Closing DateSecond Restatement Effective Date and (y) upon the receipt of an invoice by the Borrower with respect to such commitment fee, and (ii) on the last day of the Availability PeriodMaturity Date. 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 Swing Line Loans will not be considered utilization of the Aggregate Commitment for purposes of calculating this calculation, except to the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinextent that a Lender has purchased a participation in a Swing Line Loan under Section 2.04(c).

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Rate for the Commitment Fee, times the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Loans and Committed Loans, plus (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Pro Rata Share, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iy) the Outstanding Amount of Committed Loans and (iiz) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the commitment fee. The Commitment Fee 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 IV Section 4.03 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodMaturity Date (and, if applicable, thereafter on demand). The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately (but not invoiced separately) for each period during such quarter that such Applicable Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower Revolving Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Rate for Commitment Fees times the actual daily amount by which the Aggregate Revolving Credit Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section Section 7.16. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. 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 purposes of calculating clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the Commitment Fee, unused portion of the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinAggregate Revolving Credit Commitments.

Commitment Fee. The Borrower shall Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of each Lender (other than in accordance with its Pro Rata Share, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate (converted to a daily rate) times the actual daily amount by which the Aggregate Commitments at such time exceeds exceed the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligations. 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 IV Article V is not met, and shall be due and payable quarterly in arrears on the fifteenth (15th) calendar day (or, if such day is not a Business Day, the next Business Day) after the last Business Day day of each March, June, September and December, commencing with the first such date to occur after the Restatement Closing Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Commitment Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Rate Percentage times (ii) the actual daily amount by which the Aggregate Commitments at such time aggregate Revolving Committed Amount exceeds the sum of (ix) the Outstanding Amount of Revolving Loans and (iiy) the Outstanding Amount of L/C LOC Obligations, subject to adjustment as provided in Section 3.19. The Commitment Fee fee shall accrue at all times during from the Availability PeriodClosing Date until the Maturity Date (and thereafter so long as any Revolving Loans, Swingline Loans or LOC Obligations remain outstanding), including at any time during which one or more of the conditions in ARTICLE IV Section 5.2 is not met, and shall will be due and payable quarterly in arrears on the last first Business Day following the last day of each March, June, September and DecemberDecember for the immediately preceding quarter (or a portion thereof), commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodMaturity Date (and, if applicable, thereafter on demand). The Commitment Fee commitment fee shall be calculated at a per annum rate quarterly in arrears, and if there is any change in the Applicable Rate Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Percentage separately for each period during such quarter that such Applicable Rate Percentage was in effect. For the purposes of calculating clarification, Swingline Loans shall not be considered outstanding for purposes of determining the Commitment Fee, unused portion of the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinRevolving Committed Amount.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than in accordance with its Applicable Revolving Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments at such time Revolving Facility exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodPeriod for the Revolving 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent Agent, for the account of each Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iy) the Outstanding Amount of Revolving Loans and (iiz) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section ‎2.15. For purposes of this Section 2.09(a), the Aggregate Revolving Commitments shall include such Lender’s Worldpay Acquisition Closing Date Additional Commitment from the Effective Date until such Worldpay Acquisition Closing Date Additional Commitments are terminated in accordance with this Agreement. 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 ‎Article IV 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 Effective Date, and on the last day of the Availability PeriodMaturity Date. The Commitment Fee shall be calculated quarterly in arrearsarrears for the period beginning on the first calendar day of the quarter ended immediately prior to the date of payment and ending on the last calendar 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Subject to Section 2.14(d), the Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (other than in accordance with its Revolving Commitment Percentage thereof, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times Percentage of the actual daily amount by which the Aggregate Commitments at such time Revolving Committed Amount exceeds the sum of (i) the Outstanding Amount of Revolving Loans and plus (ii) the Outstanding Amount of L/C Obligations. The Commitment Fee shall accrue at all times during the Availability Commitment Period, including at any time during which one or more of the conditions in ARTICLE IV Article 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each of March, June, September and DecemberDecember (for the Commitment Fee accrued during the previous calendar quarter), commencing with the first such date to occur after the Closing Date, and on the last day of the Availability PeriodRevolving Termination Date. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Percentage during any quarter, the actual daily unused amount shall be computed and multiplied by the Applicable Rate Percentage separately for each period during such quarter that such Applicable Rate Percentage was in effect. For the purposes of calculating the Commitment Feehereof, the aggregate principal amount of Swingline Loans then outstanding shall not be deemed to counted toward or be zero unless considered as usage of the Lenders have funded their participations thereinAggregate Revolving Committed Amount.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent Agent, for the account of each Revolving Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment com- mitment fee (the “Commitment Fee”) in Dollars equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments at such time exceeds exceed the sum of (iA) the Outstanding Amount of all Revolving Loans and plus (iiB) the Outstanding Amount of all L/C Obligations, subject to adjustment as provided in Section 2.18. The Commitment Fee shall accrue at all times during the Availability PeriodPeriod (and thereafter so long as any Revolving Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in ARTICLE Article IV is not met, and shall be due and payable quarterly quar- terly in arrears on the last Business Day of each March, June, September and December, commencing com- mencing with the first such date to occur after the Closing Initial Funding Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For the purposes of calculating clarification, Swing Line Loans shall not be con- sidered outstanding for purposes of determining the Commitment Fee, unused portion of the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations thereinAggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than in accordance with its Applicable Revolving Credit Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Rate with respect to the Commitment Fee times the actual daily amount by which the Aggregate Commitments at such time Revolving Credit Facility exceeds the sum of (iA) the Outstanding Amount of Revolving Credit Loans and (iiB) the Outstanding Amount of L/C ObligationsObligations under the Revolving Credit Facility, subject to adjustment as provided in Section 2.17 (for the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Credit Commitments for purposes of determining the Commitment Fee). The Commitment Fee with respect to each applicable Facility shall accrue at all times during the relevant Availability Period, including at any time during which one or more of the conditions in ARTICLE 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 Initial Funding Date, and and, in the case of the Commitment Fee with respect to the Revolving Credit Facility, on the last day of the Availability PeriodPeriod 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 purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than in accordance with its Applicable Percentage, a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Fee Rate times the actual daily amount by which the Aggregate Commitments at such time Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. 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. The Commitment Fee 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. For the purposes of calculating the Commitment Fee, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero unless the Lenders have funded their participations therein.

Commitment Fee. The Borrower shall Company will pay to the Administrative Agent for the account ratable benefit of each Lender (other than the Lenders a Defaulting Lender) such Lender’s Applicable Percentage of an aggregate commitment fee (the “Commitment Fee”) equal to the Applicable Rate times Percentage of the actual daily amount by which the Aggregate Commitments at such time exceeds Revolving Committed Amount shall exceed the sum aggregate amount of Revolving Obligations (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C other than Domestic Swingline Obligations). The Commitment Fee shall accrue at all times during the Availability Commitment Period, including at any time during which one or more of the conditions in ARTICLE IV Article V is not met, shall be payable in Euro 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 Date, and on the last day of the Availability PeriodRevolving Termination Date. The Commitment Fee shall will be calculated quarterly in arrears, and if there is any change in the Applicable Rate Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Percentage separately for each period during such quarter that such Applicable Rate Percentage was in effect. For the purposes of calculating the Commitment Feehereof, the aggregate principal amount of Domestic Swingline Loans then outstanding shall will not be deemed to counted toward or be zero unless considered as usage under the Lenders have funded their participations thereinAggregate Revolving Commitments.