Common use of Commitment Fee Clause in Contracts

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable), a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) in Dollars equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) Rate for commitment fees times the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (i) the Outstanding Amount exceeds of Loans and (ii) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) 2.19, provided that Swing Line Loans shall not be considered outstanding for purposes of determining the product unused portion of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effectCommitments. The Commitment Fee commitment fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; providedlast day of the Availability Period, thatprovided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Company prior to such time, (I) and provided further that no Commitment Fee commitment fee shall accrue on any Revolving Commitment or any DDTL Commitment of any the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the sum of: (i) with respect to the Aggregate Revolving A Commitments, the product of (A) the Applicable Margin, multiplied by Rate times (B) the actual daily amount by which the Aggregate Revolving Commitment A Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving A Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus 2.15, and (ii) with respect to the Aggregate Revolving B Commitments, the product of (A) the Applicable Margin, multiplied by Rate times (B) the actual daily amount by which the Aggregate DDTL Commitment Revolving B Commitments exceed the Outstanding Amount then of Revolving B Loans, subject to adjustment as provided in effectSection 2.15. The Commitment Fee shall accrue at all times during the Revolver applicable Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Third Amendment Effective Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination DateMaturity Date for the Revolving A Loans and the Revolving B Loans; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment Commitments of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment Commitments of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Company so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Feeclarification, Swingline (x) Domestic Swing Line Loans shall not be counted toward, or be considered as usage of, outstanding for purposes of determining the unused portion of the Aggregate Revolving A Commitments, and (y) Foreign Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving B Commitments.

Commitment Fee. The Parent Borrower shall pay to the Administrative Agent, for the account of each Revolving Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) at a rate per annum equal to the sum of: (i) the product of (Ax) the Applicable Margin, multiplied by Rate times (By) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (1) the Outstanding Amount exceeds of Revolving Loans and (2) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) 2.15. For the product avoidance of (A) doubt, the Applicable Margin, multiplied by (B) Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during applicable to the DDTL Commitment PeriodRevolving Commitments, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Parent Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product Applicable Margin of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount Commitments exceeds the Aggregate Total Revolving Credit ExposureOutstandings, subject to adjustment(s) adjustments as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Revolving Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Effective Date, and on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, provided that (I1) no Commitment Fee shall accrue on any of the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (II2) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Feehereof, Swingline Loans shall not be counted toward, toward or be considered as usage of, of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Pro Rata Share, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) Commitment Fee Rate times the actual daily amount by which the Aggregate Revolving aggregate Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product sum of (A) the Applicable Margin, multiplied by Outstanding Amount of Loans and (B) the Aggregate DDTL Outstanding Amount of L/C Obligations; provided that any Commitment Amount then in effectFee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided further that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Fees with respect to each Revolving Credit Facility shall accrue at all times during from the Revolver Availability Period and at all times during Original Closing Date until the DDTL Commitment PeriodMaturity Date for such Revolving Credit Facility, including at any time during which one or more of the conditions in Article 5 IV is not met, and shall be due and payable quarterly in arrears on the last Business Day first day of each March, June, September and Decembercalendar quarter, commencing with the first (1st) such date to occur after the Original Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Maturity Date for such Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee shall be calculated quarterly monthly in arrears, and, and if there is any change in the Applicable Margin Rate during any quartermonth, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter month that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) in Dollars at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Amount Credit Facility exceeds the Aggregate sum of (A) the Outstanding Amount of Revolving Credit ExposureLoans, plus (B) the Outstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) . For the product avoidance of (A) doubt, the Applicable Margin, multiplied by (B) Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Credit Facility for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Datelast day of the Availability Period; provided, that, (I1) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL the Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (II2) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL the Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Company so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product Applicable Margin of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount Commitments exceeds the Aggregate Total Revolving Credit ExposureOutstandings, subject to adjustment(s) adjustments as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Revolving Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Funding Date, and on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, provided that (I1) no Commitment Fee shall accrue on any of the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (II2) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Feehereof, Swingline Swing Line Loans shall not be counted toward, toward or be considered as usage of, of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall Borrowers jointly and severally agree to pay to the Administrative Agent, Agent for the account of the Lenders a commitment fee, from August 15, 1996 in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)the case of each other Lender until the Termination Date, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided payable in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 is not met, and shall be due and payable quarterly US Dollars in arrears quarterly on the last first Business Day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first (1st) such date to occur after the Closing DateOctober 1, on the Revolving Commitment Termination Date 1996, and on the DDTL Commitment Termination Date, at a rate per annum equal to the Applicable Percentage in effect from time to time on the average daily Unused Working Capital Commitments of such Lender (without giving effect to clauses (b)(ii)(D) and (b)(ii)(E) of the definition of "Unused Working Capital Commitment"); provided, thathowever, (I) that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; provided further that no Commitment Fee commitment fee shall accrue on any Revolving Commitment or any DDTL Commitment of any the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender; and provided further that, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior notwithstanding anything herein to the time that contrary and pursuant to Section 8.17, each B-2 Borrower, each B-3 Borrower and the Canadian Borrower shall only be responsible for such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at B-2 Borrower's, such time shall not be payable by B-3 Borrower's or the Borrower so long as Canadian Borrower's Borrower's Share of such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Pro Rata Share, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) Rate with respect to commitment fees times the actual daily amount by which the Aggregate aggregate Revolving Credit Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product sum of (A) the Applicable Margin, multiplied by Outstanding Amount of Revolving Credit Loans and (B) the Aggregate DDTL Commitment Outstanding Amount then in effectof L/C Obligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Company prior to such time; and provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall accrue at all times during from the Revolver Availability Period and at all times during date hereof until the DDTL Commitment PeriodMaturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 5 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Maturity Date for the Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a delayed draw commitment fee (the “Commitment Fee”) in Dollars equal to the sum of: (i) the product of (Ai) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus Rate times (ii) the product daily unused amount of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effectCommitments during such period. The Commitment Fee shall accrue at all times during the Revolver Availability Period period commencing on the date that is 90 days following the Effective Date (the “Commitment Fee Commencement Date”) and at all times thereafter during the DDTL Commitment Availability Period, including at any time during which one or more of the conditions in Article 5 Section 5.02 is not met, and shall be due and payable quarterly in arrears on the fifteenth day following the last Business Day of each March, June, September and December, commencing with the first (1st) such date to occur after the Closing Commitment Fee Commencement Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, that (IA) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL the Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL the Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Company so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower To compensate the Investors for the risk of their undertakings herein, the Company shall pay to the Administrative AgentInvestors, for in the account of each Lender aggregate and in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)the terms of the Chapter 11 Plan, on the Effective Date, a commitment fee (the “Commitment Fee”) equal to in the sum of: form of 781,250 shares of New Common Stock (i) the product of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The “Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderShares”). The Commitment Fee shall be calculated quarterly paid to the Investors in arrearsaccordance with the allocations thereof set forth on Appendix 1; provided, andthat any Investor, if there is any change in its sole discretion, may designate that some or all of its Commitment Fee Shares be issued in the Applicable Margin during name of, and delivered to, one or more other Persons (including, for the avoidance of doubt, any quarterother holder of Convertible Notes), provided such other Person is an Accredited Investor; provided, further, however, that, subject to Section 1.3(b), the actual daily amount entire portion of the Commitment Fee payable to a Defaulting Investor shall be computed and multiplied paid as an additional fee to each of the Non-Defaulting Investors on a pro rata basis based on the number of Defaulting Shares not purchased by the Applicable Margin separately for Defaulting Investor but purchased by each period during such quarter that Non-Defaulting Investor, and each Defaulting Investor hereby consents to such Applicable Margin was in effect. For purposes of calculation payment and waives any right or entitlement to receive any portion of the Commitment Fee, Swingline Loans . The Commitment Fee shall not be counted toward, approved as part of the Chapter 11 Plan and paid at the Closing without any further action required of or entertained by the Bankruptcy Court. The Commitment Fee shall be considered as usage ofearned and payable without regard to whether the Rights Offering is fully subscribed. For the avoidance of doubt, the Aggregate Revolving CommitmentsCommitment Fee Shares shall be issued to the Investors in accordance with the terms of this Section 1.5 and the Commitment Fee Shares shall, upon issuance thereof, be duly authorized, validly issued, fully paid and nonassessable, and free and clear of any Encumbrances, other than Encumbrances created by Legal Requirements, the New Stockholders Agreement or the Organizational Documents of the Company.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of the Lenders a commitment fee, from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)the case of each other Lender until the Termination Date, a commitment fee (payable in arrears on the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more date of the conditions in Article 5 is not metinitial Credit Extension Date hereunder, and shall be due and payable thereafter quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first (1st) such date to occur after the Closing Dateon September 30, on the Revolving Commitment Termination Date 1998, and on the DDTL Commitment Termination Date, at the Applicable Percentage in effect from time to time on the average daily Unused Working Capital Commitment of each Lender; provided, thathowever, (I) no Commitment Fee shall accrue on that any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee commitment fee accrued with respect to any Revolving Commitment or any DDTL Commitment of the Commitments of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitmentsa Defaulting Lender.

Commitment Fee. The Borrower shall Borrowers jointly and severally agree to pay to the Administrative Agent, Agent for the account of the Lenders a commitment fee, from August 15, 1996 in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)the case of each other Lender until the Termination Date, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 is not met, and shall be due and payable quarterly in arrears on the last date of the initial Borrowing hereunder, thereafter quarterly on the first Business Day of each March, June, September and Decemberquarter, commencing with the first (1st) such date to occur after the Closing DateAugust 1, on the Revolving Commitment Termination Date 1996, and on the DDTL Commitment Termination Date, at a rate per annum equal to the Applicable Percentage in effect from time to time on the average daily Unused Working Capital Commitments of such Lender (without giving effect to clause (b)(ii)(D) of the definition of "Unused Working Capital Commitment"); provided, thathowever, (I) that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided further that no Commitment Fee commitment fee shall accrue on any Revolving Commitment or any DDTL Commitment of any the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall In consideration of the Revolving Commitments hereunder, the Borrowers agree to pay to the Administrative Agent, Agent for the account ratable benefit of each Lender the Revolving Lenders in accordance with its such Lender’s Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable), a commitment fee (the “Commitment Fee”) equal to the sum of: Applicable Percentage per annum on the actual daily unused amount of the Revolving Committed Amount for the applicable period; provided that (i) no commitment fees shall accrue on the product of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) in favor of a Defaulting Lender so long as provided in Section 2.16; plus such Lender shall be a Defaulting Lender and (ii) any commitment fee accrued with respect to the product Revolving Commitment of (A) a Defaulting Lender during the Applicable Margin, multiplied period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by (B) the Aggregate DDTL Commitment Amount then in effectBorrowers so long as such Lender shall be a Defaulting Lender. For the purposes hereof Swingline Loans shall not be considered usage under the Revolving Commitments. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 is not met, and shall be due and payable (i) quarterly in arrears on the last Business Day of each March, June, September and December, commencing beginning with the first (1st) such date to occur after the Closing Date, Effective Date and (ii) on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Feeclarification, Swingline Loans shall not be counted toward, or be considered as usage of, outstanding for purposes of determining the Aggregate unused portion of the Revolving CommitmentsCommitted Amount.

Commitment Fee. The During the Availability Period, the Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds Commitments exceed the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus sum of (iiy) the product Outstanding Amount of Revolving Loans and (Az) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Outstanding Amount then in effectof L/C Obligations. The Commitment Fee commitment fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Datelast day of the Availability Period; provided, that, provided that (I1) no Commitment Fee commitment fee shall accrue on any of the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (II2) any Commitment Fee commitment fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Feeclarification, Swingline Swing Line Loans shall not be counted toward, or be considered as usage of, outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product Applicable Margin of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount Commitments exceeds the Aggregate Total Revolving Credit ExposureOutstandings, subject to adjustment(s) adjustments as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Revolving Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Date, and on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, provided that (I1) no Commitment Fee shall accrue on any of the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender Lender, so long as such Lender shall be a Defaulting Lender, and (II2) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Borrower, so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Feehereof, Swingline Loans shall not be counted toward, toward or be considered as usage of, of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Term Lender in accordance with its Revolving Pro Rata Share, the Commitment Percentage and its DDTL Commitment Percentage (as applicable), a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) Fee on the actual daily amount by which the Aggregate Revolving aggregate Term Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject aggregate Outstanding Amount of Term Loans and the aggregate Available Amount of Banker’s Guarantees; provided that any Commitment Fee accrued with respect to adjustment(s) any of the Term Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided in Section 2.16; plus (ii) further that no Commitment Fee shall accrue on any of the product Term Commitments of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effecta Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Fees shall accrue at all times during from the Revolver Availability Period and at all times during Signing Date until the DDTL Commitment PeriodMaturity Date for the Facility, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Signing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during Maturity Date for the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderFacility. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product Applicable Rate of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount Commitments exceeds the Aggregate Total Revolving Credit ExposureOutstandings, subject to adjustment(s) adjustments as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Revolving Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Tenth Amendment Effective Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, provided that (I1) no Commitment Fee shall accrue on any of the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (II2) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Feehereof, Swingline Loans shall not be counted toward, toward or be considered as usage of, of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect2.14. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 V 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, that (IA) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL the Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL the Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect2.15. The Commitment Fee commitment fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, and on the last day of the Availability Period; provided, that (A) no commitment fee shall accrue on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee commitment fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Feeclarification, Swingline Swing Line Loans shall not be counted toward, or be considered as usage of, outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) in Dollars equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) Rate for Commitment Fees times the actual daily amount by which the Aggregate Revolving Commitment Commitments (including, for the purposes of such calculation from and including the Effective Date until terminated, the Additional Commitments) exceed the sum of (i) the Outstanding Amount exceeds of Loans and (ii) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) 2.19, provided that Swing Line Loans shall not be considered outstanding for purposes of determining the product unused portion of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effectCommitments. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Effective Date, on the Revolving Commitment Termination Date and on the DDTL last day of the Availability Period, provided that any Commitment Termination Date; providedFee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Company prior to such time, that, (I) and provided further that no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Percentage, a commitment fee (the “Commitment Fee”) equal to (x) to the sum of: (i) extent the product Total Revolving Outstandings is greater than 50% of (A) the Applicable MarginAggregate Revolving Commitments, multiplied by (B) 0.20% per annum of the actual daily amount by which the Aggregate Revolving Commitment Amount Commitments exceeds the Total Revolving Outstandings or (y) to the extent the Total Revolving Outstandings is less than or equal to 50% of the Aggregate Revolving Credit ExposureCommitments, 0.25% per annum of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject to adjustment(s) adjustments as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Revolving Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing DateDecember 31, 2018, and on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, provided that (I1) no Commitment Fee shall accrue on any of the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (II2) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Feehereof, Swingline Loans shall not be counted toward, toward or be considered as usage of, of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) accruing at the Applicable Margin, Rate in effect from time to time multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (i) the Outstanding Amount exceeds of Revolving Loans and (ii) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) 2.15. For the product avoidance of (A) doubt, the Applicable Margin, multiplied by (B) Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, (I) provided that no Commitment Fee shall accrue on any hereunder with respect to the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender (except if such Defaulting Lender is a Defaulting Lender solely pursuant to clause (d) of the definition thereof) so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect2.14. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 V 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL the Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL the Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect2.15. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, and on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Loan Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Feeclarification, Swingline Swing Line Loans shall not be counted toward, or be considered as usage of, outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) 2.15. For the product avoidance of (A) doubt, the Applicable Margin, multiplied by (B) Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 V is not met, and shall be due and payable quarterly in arrears on the last fifth Business Day following the end of each March, June, September and December, commencing with the first (1st) such date to occur after the Closing Restatement Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Credit Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) Fee Rate times the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) Commitments exceed the product sum of (A) the Applicable Margin, multiplied by Outstanding Amount of Revolving Credit Loans and (B) the Aggregate DDTL Commitment Outstanding Amount then in effectof L/C Obligations; provided, however, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Maturity Date for the Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Fee Rate separately for each period during such quarter that such Applicable Margin Fee Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect2.15. The Commitment Fee commitment fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Datelast day of the Availability Period; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Feeclarification, Swingline Swing Line Loans shall not be counted toward, or be considered as usage of, outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Lender Lender, in Dollars, in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Pro Rata Share, a commitment fee (the “Commitment Fee”) equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds Commitments exceed the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus sum of (iiy) the product Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of L/C Obligations; provided that (A) no Commitment Fee shall accrue on the Applicable Margin, multiplied by Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Aggregate DDTL Revolving Commitment Amount then in effectof a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes the avoidance of calculation of the Commitment Feedoubt, Swingline Swing Line Loans shall not be counted toward, towards or be considered as usage of, of the Aggregate Revolving CommitmentsCommitments for purposes of computing the commitment fee in accordance with this Section 2.09(a).

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) in Dollars at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate for Commitment Fees times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) 2.15. For the product avoidance of (A) doubt, the Applicable Margin, multiplied by (B) Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 V is not met, and shall be due and payable quarterly in arrears on the last Business Day third calendar day after the end of each March, June, September and December, commencing with the first (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Datelast day of the Availability Period; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall Company agrees to pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable), a commitment fee (on the “Commitment Fee”daily aggregate unused amount of such Lender’s Revolving Credit Commitment(s) equal to from the sum of: Restatement Date in the case of each Initial Lender and in the case of each other Revolving Credit Lender, from the later of (i) the product of (A) effective date specified in the Applicable Margin, multiplied by (B) Assumption Agreement or in the actual daily amount by Assignment and Assumption pursuant to which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus it became a Lender and (ii) the product of (A) Restatement Date, until the Termination Date applicable to such Lender at a rate per annum equal to the Applicable MarginPercentage in effect from time to time, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 Decemberfiscal quarter of the Company, commencing with the first (1st) such date to occur fiscal quarter ending after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment later of the Termination DateDate applicable to such Lender and the date all Advances made by such Lender are paid in full; provided that no Defaulting Lender shall be entitled to receive any commitment fee in respect of its Revolving Credit Commitment(s) for any period during which that Lender is a Defaulting Lender (and the Company shall not be required to pay such fee that otherwise would have been required to have been paid to that Defaulting Lender), other than a commitment fee, as described above, on the aggregate principal amount of Advances funded by such Defaulting Lender outstanding from time to time; provided, thatfurther, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during that the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans Advances shall not be counted toward, towards or be considered as consider usage of, of the Aggregate Revolving CommitmentsCredit Commitments for purposes of determining such commitment fee.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable), a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender that is not a Defaulting Lender in accordance with its Applicable Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Credit Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) on the actual daily amount by which the Aggregate Initial Revolving Commitment Amount Credit Facility exceeds the Aggregate Total Outstandings under the Initial Revolving Credit ExposureFacility, subject at a rate equal to adjustment(s) the then-applicable Applicable Commitment Fee Percentage; provided, however, that any Commitment Fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as provided in Section 2.16; plus (ii) such Lender shall be a Defaulting Lender except to the product extent that such Commitment Fee shall otherwise have been due and payable by the Company prior to such time, and provided, further, that no Commitment Fee shall accrue on any of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effectCommitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Effective Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any last day of the Availability Period for the Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For the purposes of calculation of calculating the Commitment Fee, Swingline outstanding Swing Line Loans shall not be counted toward, or be considered disregarded as usage of, a utilization of the Aggregate Revolving CommitmentsCredit Facility.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds Commitments exceed the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product sum of (A) the Applicable Margin, multiplied by Outstanding Amount of Revolving Loans and (B) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Datelast day of the Availability Period; provided, that, that (IA) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL the Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) subject to Section 2.15, any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL the Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.be

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit Exposure, Outstanding Amount of L/C Obligations subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect2.15. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Feeclarification, Swingline Swing Line Loans shall not be counted toward, or be considered as usage of, outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Lender Lender, in Dollars, in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Pro Rata Share, a commitment fee (the “Commitment Fee”) equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds Commitments exceed the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus sum of (iiy) the product Outstanding Amount of Revolving Loans, and (z) the Outstanding Amount of L/C Obligations; provided that (A) no commitment fee shall accrue on the Applicable MarginRevolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender, multiplied by and (B) any commitment fee accrued with respect to the Aggregate DDTL Revolving Commitment Amount then in effectof a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Restatement Effective Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes the avoidance of calculation of the Commitment Feedoubt, Swingline Swing Line Loans shall not be counted toward, towards or be considered as usage of, of the Aggregate Revolving CommitmentsCommitments for purposes of computing the commitment fee in accordance with this Section 2.09(a).

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the sum of: (i) with respect to the Aggregate Revolving A Commitments, the product of (A) the Applicable Margin, multiplied by Rate times (B) the actual daily amount by which the Aggregate Revolving Commitment A Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving A Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus 2.15, and (ii) with respect to the Aggregate Revolving B Commitments, the product of (A) the Applicable Margin, multiplied by Rate times (B) the actual daily amount by which the Aggregate DDTL Commitment Revolving B Commitments exceed the Outstanding Amount then of Revolving B Loans, subject to adjustment as provided in effectSection 2.15. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment Commitments of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment Commitments of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Company so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Feeclarification, Swingline Swing Line Loans shall not be counted toward, or be considered as usage of, outstanding for purposes of determining the unused portion of the Aggregate Revolving A Commitments.

Commitment Fee. The Borrower shall Company agrees to pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable), a commitment fee (on the “Commitment Fee”daily aggregate unused amount of such Lender’s Revolving Credit Commitment(s) equal to from the sum of: Closing Date in the case of each Initial Lender and in the case of each other Revolving Credit Lender, from the later of (i) the product of (A) effective date specified in the Applicable Margin, multiplied by (B) Assumption Agreement or in the actual daily amount by Assignment and Assumption pursuant to which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus it became a Lender and (ii) the product of (A) Closing Date, until the Termination Date applicable to such Lender at a rate per annum equal to the Applicable MarginPercentage in effect from time to time, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 Decemberfiscal quarter of the Company, commencing with the first (1st) such date to occur fiscal quarter ending after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment later of the Termination DateDate applicable to such Lender and the date all Advances made by such Lender are paid in full; provided that no Defaulting Lender shall be entitled to receive any commitment fee in respect of its Revolving Credit Commitment(s) for any period during which that Lender is a Defaulting Lender (and the Company shall not be required to pay such fee that otherwise would have been required to have been paid to that Defaulting Lender), other than a commitment fee, as described above, on the aggregate principal amount of Advances funded by such Defaulting Lender outstanding from time to time; provided, thatfurther, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during that the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans Advances shall not be counted toward, towards or be considered as consider usage of, of the Aggregate Revolving CommitmentsCredit Commitments for purposes of determining such commitment fee.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) in Dollars at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) 2.15. For the product avoidance of (A) doubt, the Applicable Margin, multiplied by (B) Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Revolving Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) 2.15. For the product avoidance of (A) doubt, the Applicable Margin, multiplied by (B) Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Effectiveness Date, and on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Loan Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Pro Rata Share, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) Margin times the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Commitments for Revolving Credit Exposure, subject to adjustment(sLoans exceed the sum of (i) as provided in Section 2.16; plus the Outstanding Amount of Revolving Credit Loans and (ii) the product Outstanding Amount of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination DateL/C Obligations; provided, that, (I) no Commitment Fee shall accrue on that any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee commitment fee accrued with respect to any Revolving Commitment or any DDTL Commitment of the Commitments of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee shall 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 each Quarterly Payment Date, commencing with the first such date to occur after the Closing Date, and on the Revolving Commitment Fee Termination Date. The commitment fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds Commitments exceed the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product sum of (A) the Applicable Margin, multiplied by Outstanding Amount of Revolving Loans and (B) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Datelast day of the Availability Period; provided, that, that (IA) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL the Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) subject to Section 2.15, any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL the Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall Company agrees to pay to the Administrative Agent, for the account of each Lender in accordance with according to its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Pro Rata Share, a nonrefundable commitment fee (the “Commitment Fee”) equal ), for the period from the Closing Date to the sum of: Termination Date, at the applicable Commitment Fee Rate in effect from time to time, times the daily difference between the amount of (i) the product of (A) Revolving Commitments and the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product Revolving Outstandings. Such Commitment Fee shall be payable in arrears on the first day of (A) each calendar quarter and on the Applicable Margin, multiplied by (B) the Aggregate DDTL Termination Date for any period then ending for which such Commitment Amount then in effectFee shall not have previously been paid. The Commitment Fee shall accrue at all times be computed for the actual number of days elapsed on the basis of a year of 360 days; provided, however, that any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the Revolver Availability Period period prior to the time such Lender became a Defaulting Lender and unpaid at all times during such time shall not be payable by the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 is not met, and Company so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable quarterly in arrears on by the last Business Day of each March, June, September Company prior to such time; and December, commencing with the first (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) provided further that no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (Ai) the Applicable Margin, multiplied by one percent (B1%) times (ii) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds Commitments exceed the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus sum of (iiy) the product Outstanding Amount of Revolving Loans and (Az) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Outstanding Amount then in effectof L/C Obligations. The Commitment Fee commitment fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Datelast day of the Availability Period; provided, that, provided that (I1) no Commitment Fee commitment fee shall accrue on any of the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (II2) any Commitment Fee commitment fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender that is not a Defaulting Lender in accordance with its Applicable Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Credit Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) on the actual daily amount by which the Aggregate Initial Revolving Commitment Amount Credit Facility exceeds the Aggregate Total Outstandings under the Initial Revolving Credit ExposureFacility, subject at a rate equal to adjustment(s) 0.40% per annum; provided, however, that any Commitment Fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as provided in Section 2.16; plus (ii) such Lender shall be a Defaulting Lender except to the product extent that such Commitment Fee shall otherwise have been due and payable by the Company prior to such time, and provided, further, that no Commitment Fee shall accrue on any of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effectCommitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any last day of the Availability Period for the Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For the purposes of calculation of calculating the Commitment Fee, Swingline outstanding Swing Line Loans shall not be counted toward, or be considered disregarded as usage of, a utilization of the Aggregate Revolving CommitmentsCredit Facility.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) 2.15. For the product avoidance of (A) doubt, the Applicable Margin, multiplied by (B) Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. (a) The Borrower shall pay to the Administrative Agent, for distribution to the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Lenders, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Marginin Dollars, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change computed at the relevant rates per annum applicable pursuant to this Section 14.1 (the "Commitment Fee Rate(s)") on the average unfunded portion of the Committed Amount (valued in Dollars) during such quarter. The commitment fee shall accrue from the Applicable Margin date hereof and shall terminate on the Termination Date. (b) To the extent that the average unfunded portion of the Committed Amount equals or exceeds fifty percent (50%) of the average Committed Amount available during any such quarter, the actual daily amount Commitment Fee for such excess shall be computed determined using Commitment Fee Rate "A" set forth below and multiplied by the Applicable Margin separately Commitment Fee for each period the balance of the average unfunded portion shall be determined using Commitment Fee Rate "B" set forth below. To the extent that the average unfunded portion of the Committed Amount is less than fifty percent (50%) of the average Committed Amount available during such quarter that quarter, the Commitment Fee for such Applicable Margin was in effect. For purposes of calculation portion of the unfunded Committed Amount shall be determined using Commitment Fee, Swingline Loans shall not Fee Rate "B" set forth below. (c) The Commitment Fee Rates will vary based upon the percentage that Funded Debt (excluding any Funded Debt subordinated to the indebtedness of the Borrower in connection with the Credit Facilities and in respect of which no payments of principal are scheduled to be counted toward, paid on or be considered before the Termination Date) of the Borrower bears to EBITDA for the Borrower as usage of, the Aggregate Revolving Commitments.follows:

Commitment Fee. The Borrower shall ‌ For the period from the Closing Date to the Termination Date, the Borrowers jointly and severally agree to pay to the Administrative Agent, for the account of each Lender in accordance with its Lender, as applicable, according to such Lender’s Pro Rata Revolving Commitment Percentage and its DDTL Commitment Percentage Share (as applicableadjusted from time to time), a commitment fee (the “Commitment Fee”) Fee equal to the sum of: (i) the product of (A) the Applicable Margin, 0.50% per annum multiplied by (B) the actual daily amount by which the Aggregate Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant hereto) exceeds the Aggregate average daily Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination DateOutstandings; provided, thatthat notwithstanding anything to the contrary contained herein, (I) no Commitment Fee shall accrue on if any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be becomes a Defaulting Lender, and (II) any during the time such Lender is a Defaulting Lender, the Commitment Fee accrued with respect shall cease to any accrue on such Defaulting Lender’s Pro Rata Revolving Commitment or any DDTL Commitment Share of a Defaulting Lender during the period prior to unfunded portion of the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time Revolving Loan Commitment, and the Borrowers shall not be payable by obligated to pay the Commitment Fee in respect of such Defaulting Lender’s Pro Rata Share of the unfunded Revolving Loan Commitment, in each case, unless such Pro Rata Share is otherwise reallocated to other Lenders on terms mutually satisfactory to Agent, Borrower so long as Representative and such Lender Lenders, in which case such Commitment Fee shall be a Defaulting Lenderacquired for their benefit. The Commitment Fee shall be calculated quarterly payable in arrears, and, if there is arrears on the first day of each calendar quarter and on the Termination Date for any change in period then ending for which the Applicable Margin during any quarter, the actual daily amount Commitment Fee shall not have previously been paid. The Commitment Fee shall be computed and multiplied by for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of calculation days elapsed on the basis of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitmentsa year of 365 days.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) 2.15. For the product avoidance of (A) doubt, the Applicable Margin, multiplied by (B) Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product Applicable Margin of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount Commitments exceeds the Aggregate Total Revolving Credit ExposureOutstandings, subject to adjustment(s) adjustments as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Revolving Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Date, and on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I1) no Commitment Fee shall accrue on any of the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender Lender, so long as such Lender shall be a Defaulting Lender, and (II2) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Borrower, so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Feehereof, Swingline Loans shall not be counted toward, toward or be considered as usage of, of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect2.14. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 V 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 (x) with respect to the Revolving A Loan Commitment, with the first (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity(y) with respect to the Revolving B Loan Commitment, with the first such date to occur after the First Amendment Effective Date; provided, that, that (IA) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL the Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL the Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect2.15. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Feeclarification, Swingline Swing Line Loans shall not be counted toward, or be considered as usage of, outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

Commitment Fee. The Commencing on the Closing Date, subject to Section 5.15(a)(iii)(A), the Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its the Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Credit Lenders, a non-refundable commitment fee (the “Commitment Fee”) at a rate per annum equal to the sum of: (i) amount specified in the product definition of (A) the “Applicable Margin, multiplied by (B) ” on the actual average daily amount by which unused portion of the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit ExposureCommitment of the Revolving Credit Lenders (other than the Defaulting Lenders, subject to adjustment(s) as provided in Section 2.16if any); plus (ii) provided, that the product amount of (A) outstanding Swingline Loans shall not be considered usage of the Applicable Margin, multiplied by (B) Revolving Credit Commitment for the Aggregate DDTL purpose of calculating the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 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, Fiscal Quarter during the term of this Agreement commencing with the first (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date last Business Day of the Fiscal Quarter ending closest to June 30, 2015 and ending on the DDTL date upon which all Obligations (other than contingent indemnification and cost reimbursement obligations not then due) arising under the Revolving Credit Facility shall have been indefeasibly and irrevocably paid and satisfied in full, all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the Revolving Credit Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderhas been terminated. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied distributed by the Applicable Margin separately for each period during Administrative Agent to the Revolving Credit Lenders (other than any Defaulting Lender) pro rata in accordance with such quarter that such Applicable Margin was in effect. For purposes of calculation of the Revolving Credit Lenders’ respective Revolving Credit Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving CommitmentsPercentages.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect2.15. The Commitment Fee commitment fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee commitment fee shall accrue on any Revolving Commitment or any DDTL the Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee commitment fee accrued with respect to any Revolving Commitment or any DDTL the Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Feeclarification, Swingline Swing Line Loans shall not be counted toward, or be considered as usage of, outstanding for purposes of determining the unused portion of the Aggregate 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 which shall be dealt with as provided in Section 2.14) in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)thereof, a commitment fee (the “Commitment Fee”) ), in Dollars, equal to the sum of: (i) the product Applicable Percentage of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Committed Amount exceeds the Aggregate sum of (i) the Outstanding Amount of Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; Loans plus (ii) the product Outstanding Amount of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effectL/C Obligations. The Commitment Fee for the Revolving Commitments shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Revolving Commitment Period, including at any time during which one or more of the conditions in Article 5 V 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 (1st) such date to occur after the Closing Date, and on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee for the Revolving Commitments shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Percentage separately for each period during such quarter that such Applicable Margin Percentage was in effect. For purposes of calculation of the Commitment Feehereof, Swingline Loans shall not be counted toward, toward or be considered as usage of, of the Aggregate Revolving CommitmentsCommitted Amount.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect2.15. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Funding Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Feeclarification, Swingline Swing Line Loans shall not be counted toward, or be considered as usage of, outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender with a Revolving Commitment in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) in Dollars at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect2.15. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Feeclarification, Swingline Swing Line Loans shall not be counted toward, or be considered as usage of, outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall Borrowers jointly and severally agree to pay to the Administrative Agent, Agent for the account of the Lenders a commitment fee, from August 15, 1996 in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)the case of each other Lender until the Termination Date, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided payable in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 is not met, and shall be due and payable quarterly Dollars in arrears quarterly on the last first Business Day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first (1st) such date to occur after the Closing DateOctober 1, on the Revolving Commitment Termination Date 1996, and on the DDTL Commitment Termination Date, at a rate per annum equal to the Applicable Percentage in effect from time to time on the average daily Unused Working Capital Commitments of such Lender (without giving effect to clauses (b)(ii)(D) and (b)(ii)(E) of the definition of "Unused Working Capital Commitment"); provided, thathowever, (I) that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; provided further that no Commitment Fee commitment fee shall accrue on any Revolving Commitment or any DDTL Commitment of any the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender; and provided further that, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior notwithstanding anything herein to the time that contrary and pursuant to Section 8.18, each B-2 Borrower and B-3 Borrower shall only be responsible for such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at B-2 Borrower's or B-3 Borrower's Borrower's Share of such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender that is not a Defaulting Lender in accordance with its Applicable Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Credit Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) on the actual daily amount by which the Aggregate Initial Revolving Commitment Amount Credit Facility exceeds the Aggregate Total Outstandings under the Initial Revolving Credit ExposureFacility, subject at a rate equal to adjustment(s) 0.30% per annum; provided, however, that any Commitment Fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as provided in Section 2.16; plus (ii) such Lender shall be a Defaulting Lender except to the product extent that such Commitment Fee shall otherwise have been due and payable by the Company prior to such time, and provided, further, that no Commitment Fee shall accrue on any of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effectCommitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any last day of the Availability Period for the Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For the purposes of calculation of calculating the Commitment Fee, Swingline outstanding Swing Line Loans shall not be counted toward, or be considered disregarded as usage of, a utilization of the Aggregate Revolving CommitmentsCredit Facility.

Commitment Fee. The Borrower shall Company agrees to pay to the Administrative Agent, Agent for the account of distribution to each Lender in accordance with its proportion to that Lender's Pro Rata Share of the Revolving Credit Commitments commitment fees ("COMMITMENT FEES") for the period from and including the Closing Date to but excluding the Revolving Credit Commitment Percentage and its DDTL Commitment Percentage (as applicable), a commitment fee (the “Commitment Fee”) Termination Date equal to the sum of: (i) average of the product daily unused portion of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit ExposureCommitments MULTIPLIED by the applicable Commitment Fee Percentage, such Commitment Fees to be calculated, subject to adjustment(s) as provided in Section 2.16; plus (ii) subsection 10.18, on the product basis of (A) a 360-day year and the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period actual number of days elapsed and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 is not met, and shall to be due and payable quarterly in arrears on and to (but not including) the last Business Day of each March, June, September and Decemberfiscal quarter of each year, commencing with on the first (1st) such date to occur after the Closing Date, on and upon the Revolving Commitment Termination Date and on the DDTL Credit Commitment Termination Date; provided. Anything contained in this Agreement to the contrary notwithstanding, thatfor purposes of calculating the Commitment Fees payable by Company pursuant to this subsection 2.3A the "unused portion of the Revolving Credit Commitments", (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment as of any Defaulting Lender so long as such Lender date of determination, shall be a Defaulting Lenderan amount equal to the aggregate amount of Revolving Credit Commitments (as the same may have been reduced pursuant to subsection 2.4E) as of such date MINUS the aggregate principal amount of all outstanding Revolving Credit Loans on such date, and (II) any Commitment Fee accrued with respect to any the unused portion of the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time Credit Commitments shall not be payable reduced by reason of the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is issuance of Letters of Credit or by any change limitation of the amount available for borrowing thereunder set forth in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes numbered paragraphs of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.subsection 2.1A.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender that is not a Defaulting Lender in accordance with its Applicable Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Credit Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) on the actual daily amount by which the Aggregate Initial Revolving Commitment Amount Credit Facility exceeds the Aggregate Total Outstandings under the Initial Revolving Credit ExposureFacility, subject at a rate equal to adjustment(s) the Commitment Fee Percentage; provided, however, that any Commitment Fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as provided in Section 2.16; plus (ii) such Lender shall be a Defaulting Lender except to the product extent that such Commitment Fee shall otherwise have been due and payable by the Company prior to such time, and provided, further, that no Commitment Fee shall accrue on any of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effectCommitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 V is not met, and shall be due and payable quarterly in arrears on the fifteenth day after the last Business Day Dayday of each March, June, September and DecemberDecember in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first (1st) such date to occur after the Closing Amendment No. 4 Effective Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any last day of the Availability Period for the Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent, for the account of each Revolving Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) in Dollars at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate for Commitment Fees times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) 2.15. For the product avoidance of (A) doubt, the Applicable Margin, multiplied by (B) Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 V is not met, and shall be due and payable quarterly in arrears on the last Business Day third calendar day after the end of each March, June, September and December, commencing with the first (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Datelast day of the Availability Period; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the sum of: (i) the product of (Ai) the Applicable Margin, multiplied by 0.50% times (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect2.15. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Funding Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Feeclarification, Swingline Swing Line Loans shall not be counted toward, or be considered as usage of, outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) Rate with respect to commitment fees for such Facility times the actual daily amount by which the Aggregate aggregate Revolving Commitment Amount Credit Commitments for such Facility exceeds the Aggregate sum of the Outstanding Amount of Revolving Credit ExposureLoans for such Facility plus the Outstanding Amount of L/C Obligations for such Facility (for the avoidance of doubt, subject disregarding for purposes of such calculation, the Outstanding Amount of any Swing Line Loans); provided that any commitment fee accrued with respect to adjustment(s) any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as provided in Section 2.16such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; plus (ii) provided, further, that no commitment fee shall accrue on any of the product Commitments of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effecta Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee on each Revolving Credit Facility shall accrue at all times during from the Revolver Availability Period and at all times during Closing Date until the DDTL Commitment PeriodMaturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 5 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 (1st) such date during the first full fiscal quarter to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Maturity Date for the Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Pro Rata Share, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) Commitment Fee Rate times the actual daily amount by which the Aggregate Revolving aggregate Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product sum of (A) the Applicable Margin, multiplied by Outstanding Amount of Loans and (B) the Aggregate DDTL Outstanding Amount of L/C Obligations; provided that any Commitment Amount then in effectFee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided further that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Fees with respect to each Revolving Credit Facility shall accrue at all times during from the Revolver Availability Period and at all times during Closing Date until the DDTL Commitment PeriodMaturity Date for such Revolving Credit Facility, including at any time during which one or more of the conditions in Article 5 IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and Decemberfiscal quarter, commencing with the first (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Maturity Date for such Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee shall be calculated quarterly monthly in arrears, and, and if there is any change in the Applicable Margin Rate during any quartermonth, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter month that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The For the period from the Closing Date to the Termination Date, Borrower shall agrees to pay to the Administrative Agent, for the account of each Lender in accordance with its according to such Lender’s Pro Rata Revolving Commitment Percentage and its DDTL Commitment Percentage Share (as applicableadjusted from time to time), a commitment fee (the “Commitment Fee”) Fee equal to the sum of: (i) the product of (A) the Applicable Margin, 0.50% per annum multiplied by (B) the actual daily amount by which the Aggregate Revolving Loan Commitment Amount (as it may be reduced from time to time) exceeds the Aggregate average daily Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination DateOutstandings; provided, thatthat notwithstanding anything to the contrary contained herein, (I) no Commitment Fee shall accrue on if any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be becomes a Defaulting Lender, and (II) any during the time such Lender is a Defaulting Lender, the Commitment Fee accrued with respect shall cease to any accrue on such Defaulting Lender’s Pro Rata Revolving Commitment or any DDTL Commitment Share of a Defaulting Lender during the period prior to unfunded portion of the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time Revolving Loan Commitment, and Borrower shall not be payable by obligated to pay the Borrower so long as Commitment Fee in respect of such Lender shall be a Defaulting Lender’s Pro Rata Share of the unfunded Revolving Loan Commitment. The Commitment Fee shall be calculated quarterly payable in arrears, and, if there is arrears on the last day of each calendar quarter and on the Termination Date for any change in period then ending for which the Applicable Margin during any quarter, the actual daily amount Commitment Fee shall not have previously been paid. The Commitment Fee shall be computed and multiplied by for the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes actual number of calculation days elapsed on the basis of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitmentsa year of 360 days.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds Commitments exceed the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product sum of (A) the Applicable Margin, multiplied by Outstanding Amount of Revolving Loans and (B) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Datelast day of the Availability Period; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) subject to Section 2.15, any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.the

Commitment Fee. The US Borrower shall pay to the Administrative Agent, Agent for the account of the Lenders a commitment fee, from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)the case of each other Lender until the Termination Date, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing DateSeptember 30, on the Revolving Commitment Termination Date 2005, and on the DDTL Termination Date in respect of the applicable Facility, at the rate per annum equal to the Applicable Percentage in effect from time to time on the sum of the average daily Unused Revolving Credit Commitment Termination Dateof each Appropriate Lender plus, if such Lender is a US Revolving Credit Lender, its Pro Rata Share of (i) the average daily outstanding Canadian Revolving Credit Advances during such quarter and (ii) the average daily outstanding Swing Line Advances during such quarter to the extent the Lenders have not purchased their Pro Rata Share of such Swing Line Advances; provided, thathowever, (I) that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the US Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the US Borrower prior to such time; and provided, further that no Commitment Fee commitment fee shall accrue on any Revolving Commitment or any DDTL Commitment of any the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender, . It is understood and agreed that for purposes of this Section 2.09(a) and (IIb) any Commitment Fee accrued with the Canadian Borrowers shall have no liability in respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be fees payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving CommitmentsUS Borrower.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the Outstanding Amount exceeds the Aggregate of Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effectLoans. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent, Agent for the account of each Revolving Commitment Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product Applicable Percentage of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Committed Amount exceeds the Aggregate sum of (i) the Outstanding Amount of Committed Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus Loans and (ii) the product Outstanding Amount of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effectL/ C Obligations. The Commitment Fee commitment fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 V is not met, and shall be due and payable quarterly in arrears on each April 15, July 15, October 15 and January 15 for the last Business Day of immediately preceding quarter ending prior to each March, June, September and Decembersuch date, commencing with the first (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Percentage separately for each period during such quarter that such Applicable Margin Percentage was in effect. For purposes of calculation of the Commitment Feehereof, Swingline (i) Swing Line Loans and Competitive Bid Loans shall not be counted toward, toward or be considered as usage of, of the Aggregate Revolving CommitmentsCommitted Amount and (ii) L/ C Obligations shall be counted toward and considered as usage of the Aggregate Revolving Committed Amount.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a delayed draw commitment fee (the “Commitment Fee”) in Dollars equal to the sum of: (i) the product of (Ai) the Applicable Margin, multiplied by Rate times (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the Outstanding Amount exceeds of the Aggregate Revolving Credit ExposureCommitted Loans during the period specified in the following sentence, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period period commencing on the date that is 30 days following the Effective Date (the “Commitment Fee Commencement Date”) and at all times thereafter during the DDTL Commitment Availability Period, including at any time during which one or more of the conditions in Article 5 Section 5.2 is not met, and shall be due and payable quarterly in arrears on the fifteenth day following the last Business Day of each March, June, September and December, commencing with the first (1st) such date to occur after the Closing Commitment Fee Commencement Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL the Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL the Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Company so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable), the Lenders a commitment fee (the “"Commitment Fee”") equal from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the sum of: (i) case of each other Lender until, in each case, the product of (A) the Applicable MarginTermination Date, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 is not met, and shall be due and payable quarterly in arrears quarterly on the last Business Day of each March, June, September and December, commencing with the first (1st) such date to occur after the Closing Datedate hereof, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date, at the Applicable Percentage in effect from time to time on the average daily Unused Term Commitment of each Lender and on the average daily Unused Working Capital Commitment of each Lender; provided, thathowever, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) that any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of the Commitments of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Lender except to the extent that such Commitment Fee shall be calculated quarterly in arrears, and, if there is otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue on any change in of the Applicable Margin during any quarter, the actual daily amount Commitments of a Defaulting Lender so long as such Lender shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitmentsa Defaulting Lender.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent (x) for the account of each Multicurrency Revolving Credit Lender in accordance with its Applicable Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Credit Percentage, a commitment fee (the “Multicurrency Commitment Fee”) in Dollars calculated on a daily basis equal to the sum of: (i) the product Applicable Rate as of (A) the Applicable Margin, multiplied by (B) such day times the actual daily amount by which the Aggregate Multicurrency Revolving Commitment Commitments exceed the sum as of such day of Exhibit A(i) the Outstanding Amount exceeds the Aggregate of Multicurrency Revolving Credit ExposureLoans and Exhibit B(ii) the Outstanding Amount of L/C Obligations with respect to Multicurrency Letters of Credit, subject to adjustment(s) adjustment as provided in Section 2.16; plus 2.18 and (y) for the account of each USD Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee (the “USD Commitment Fee”, and together with the Multicurrency Commitment Fee, the “Commitment Fee”) in Dollars calculated on a daily basis equal to the Applicable Rate as of such day times the actual daily amount by which the Aggregate USD Revolving Commitments exceed the sum as of such day of (i) the Outstanding Amount of USD Revolving Credit Loans and (ii) the product Outstanding Amount of (A) L/C Obligations with respect to USD Letters of Credit, subject to adjustment as provided in Section 2.18. For the Applicable Marginavoidance of doubt, multiplied by (B) the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during with respect to the DDTL Commitment Periodapplicable Facility, including at any time during which one or more of the conditions in Article 5 4 is not met, and shall be due and payable quarterly in arrears on the last fifth Business Day after the end of each March, June, September and December, commencing with the first (1st) such date to occur after the Closing Restatement Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment last day of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderapplicable Availability Period. The Commitment Fee shall be calculated quarterly in arrearsarrears on the last day of such quarter, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment aggregate Commitments exceed the sum of (y) the Outstanding Amount exceeds the Aggregate of Revolving Credit ExposureLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) . For the product avoidance of (A) doubt, the Applicable Margin, multiplied by (B) Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL aggregate Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Datelast day of the Availability Period; provided, that, (IA) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL the Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL the Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Company so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) based upon the average daily outstanding Credit Extensions (excluding Swing Line Loans) for the most recent Fiscal Quarter ended immediately preceding the applicable payment date equal to the sum of: three-eighths of one percent (i0.375%) the product of (A) the Applicable Margin, multiplied by (B) times the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds Commitments exceed the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effectTotal Outstandings. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 IV is not met, and shall be due and payable quarterly monthly in arrears on the last Business Day of each March, June, September and Decembercalendar month, commencing with the first (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Datelast day of the Availability Period; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) provided that any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL the Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall remain a Defaulting Lender, except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided further 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 in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall agrees to pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable MarginRate with respect to Revolving Credit Loan commitment fees, multiplied by (B) the actual daily amount by which the Aggregate aggregate Revolving Credit Commitment Amount for the applicable Facility exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product sum of (A) the Applicable MarginOutstanding Amount of Revolving Credit Loans for such Facility (for the avoidance of doubt, multiplied by excluding Swing Line Loans) and (B) the Aggregate DDTL Commitment Outstanding Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at of L/C Obligations for such Facility; provided that any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee commitment fee accrued with respect to any Revolving Commitment or any DDTL Commitment of the Commitments of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Commitments, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the first Business Day after the end of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit Commitments. The commitment fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) 2.15. For the product avoidance of (A) doubt, the Applicable Margin, multiplied by (B) Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Effective Date, and on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Loan Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product Applicable Margin of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount Commitments exceeds the Aggregate Total Revolving Credit ExposureOutstandings, subject to adjustment(s) adjustments as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Revolving Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Date, and on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, provided that (I1) no Commitment Fee shall accrue on any of the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (II2) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Feehereof, Swingline Swing Line Loans shall not be counted toward, toward or be considered as usage of, of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) Rate times the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (i) the Outstanding Amount exceeds of Committed Loans and (ii) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) 2.15. For the product avoidance of (A) doubt, the Applicable Margin, multiplied by (B) Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Datelast day of the Availability Period; provided, that, provided that (IA) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL the Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL the Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender the Lenders in accordance with its their Revolving Loan Pro Rata Shares, from and after the Closing Date until the date on which the Aggregate Revolving Loan Commitment Percentage and its DDTL Commitment Percentage (as applicable)shall be terminated in whole, a commitment fee (the “"Commitment Fee”") equal to accruing at the sum of: (i) rate of the product of (A) then Applicable Fee Rate on the Applicable Margin, multiplied by (B) the actual daily amount by which the Available Aggregate Revolving Loan Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject in effect from time to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Datetime; provided, thathowever, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) that any Commitment Fee accrued with respect to any of the Revolving Commitment or any DDTL Commitment Loan Commitments of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be calculated a Defaulting Lender. All such Commitment Fees payable hereunder shall be payable quarterly in arrearsarrears on each Payment Date; provided, andthat if any Lender continues to have Outstanding Revolving Credit Exposure after the termination of its Revolving Loan Commitment, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of then the Commitment Fee, Swingline Loans Fee shall not continue to accrue and be counted toward, or be considered as usage of, due and payable pursuant to the Aggregate terms hereof until such Outstanding Revolving CommitmentsCredit Exposure is reduced to zero.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its the Lenders having a Revolving Credit Commitment Percentage and its DDTL Commitment Percentage (as applicable), a commitment fee (the “"Commitment Fee”) equal "), from the Closing Date in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the sum of: (i) case of each other such Lender until, in each case, the product of (A) the Applicable MarginTermination Date, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 is not met, and shall be due and payable quarterly in arrears quarterly on the last Business Day of each March, June, September and December, commencing with the first (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date, at the rate per annum equal to the Applicable Percentage Fee in effect from time to time on the average daily unused portion of the average daily Unused Revolving Credit Commitment of each such Lender; provided, thathowever, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Company prior to such time, plus (Iii) such Lender's Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter; provided, however, that no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) 2.15. For the product avoidance of (A) doubt, the Applicable Margin, multiplied by (B) Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, and on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Loan Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Company, Acuity or any Designated Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable), the Lenders a commitment fee (the “"Commitment Fee”) equal "), from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the sum of: (i) case of each other Lender until, in each case, the product of (A) the Applicable MarginTermination Date, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 is not met, and shall be due and payable quarterly in arrears quarterly on the last Business Day of each March, June, September and December, commencing with the first (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date, at the rate of 0.50% per annum on the average daily Unused Working Capital Commitment of each Working Capital Lender; provided, thathowever, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) that any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of the Working Capital Commitments of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Lender except to the extent that such Commitment Fee shall be calculated quarterly in arrears, and, if there is otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue on any change in of the Applicable Margin during any quarter, the actual daily amount Working Capital Commitments of a Defaulting Lender so long as such Lender shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitmentsa Defaulting Lender.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of Revolving Loans and (z) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) 2.15. For the product avoidance of (A) doubt, the Applicable Margin, multiplied by (B) Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, and on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Loan Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Parent Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) at a rate per annum equal to the sum of: (i) the product of (Ax) the Applicable Margin, multiplied by Rate times (By) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (1) the Outstanding Amount exceeds of Revolving Loans and (2) the Aggregate Revolving Credit ExposureOutstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) 2.15. For the product avoidance of (A) doubt, the Applicable Margin, multiplied by (B) Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate DDTL Revolving Commitments for purposes of determining the Commitment Amount then in effectFee. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during applicable to the DDTL Commitment PeriodRevolving Commitments, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Parent Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall Borrowers agree to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable), a commitment fee (on such Lender's average daily Pro Rata Share of the “Unused Revolving Commitment Fee”) from the date hereof until the Revolving Termination Date at a rate per annum equal to the sum of: (i) Applicable Margin for the product of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Unused Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposurein effect from time to time, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day first day of each March, June, September and Decemberthe immediately following calendar quarter during the term of such Lender's Revolving Commitment, commencing with the first (1st) such date to occur after the Closing Dateon April 1, 2003, on the Revolving Commitment Termination Third Amendment Date and on the DDTL Commitment Revolving Termination Date; providedPROVIDED, thatHOWEVER, (I) no Commitment Fee shall accrue on that any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee commitment fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Revolving Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Revolving Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and PROVIDED FURTHER that no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Revolving Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall Borrowers agree to pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable), a commitment fee (on such Revolving Lender's average daily Pro Rata portion of the “Unused Revolving Commitment Fee”) from the date hereof until the Revolving Termination Date at a rate per annum equal to the sum of: (i) the product of (A) the Applicable MarginMargin for Unused Revolving Commitments in effect from time to time, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day first day of each March, June, September and Decemberthe immediately following calendar month during the term of such Revolving Lender's Revolving Commitment, commencing with the first (1st) such date to occur after the Closing Dateon June 1, 1998, and on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; providedPROVIDED, thatHOWEVER, (I) no Commitment Fee shall accrue on that any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee commitment fee accrued with respect to any of the Revolving Commitment or any DDTL Commitment Commitments of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Revolving Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Revolving Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided further that no commitment fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such Revolving Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) based upon the average daily outstanding Credit Extensions (excluding Swing Line Loans) for the most recent Fiscal Quarter ended immediately preceding the applicable payment date equal to the sum of: (i) percentages set forth in the product of (A) the Applicable Margin, multiplied by (B) grid below times the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds Commitments exceed the Total Outstandings. I Less than 33% of Aggregate Revolving Credit Exposure, subject Commitments 0.75 % II Greater than or equal to adjustment(s) as provided in Section 2.16; plus (ii) the product 33% but less than 66% of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. Commitments 0.50 % III Greater than or equal to 66% of Aggregate Commitments 0.375 % The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 IV is not met, and shall be due and payable quarterly monthly in arrears on the last Business Day of each March, June, September and Decembercalendar month, commencing with the first (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Datelast day of the Availability Period; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) provided that any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL the Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall remain a Defaulting Lender, except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided further 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 in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. (i) The Borrower shall pay to the Administrative Agent, for the account of each Lender the Revolving Lenders in accordance with its their respective Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Credit Pro Rata Shares, a commitment fee (the “"Commitment Fee”"), accruing at the rate of one-half of one percent (0.50%) equal to per annum on the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) the actual daily average amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit ExposureCommitments exceed the sum of the Revolving Credit Obligations, subject to adjustment(s) as provided such Commitment Fee being payable quarterly, in Section 2.16; plus arrears, commencing on the first day of the calendar quarter next succeeding the Effective Date and on the Revolving Credit Termination Date. (ii) Notwithstanding the product foregoing, in the event that any Lender fails to fund its Revolving Credit Pro Rata Share of any Revolving Loan which such Lender is obligated to fund under the terms of this Agreement, (A) the Applicable Margin, multiplied by such Lender shall not be entitled to any Commitment Fee with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 4.02(f)(ii) and (B) until such time, the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more in favor of the conditions in Article 5 is not metLenders which have funded their respective Revolving Credit Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Lenders ratably based upon their respective Revolving Credit Commitments, and shall be due and payable quarterly in arrears on calculated based upon the last Business Day average amount by which the aggregate of each March, June, September and December, commencing with such Revolving Credit Commitments of such performing Lenders exceeds the first sum of (1st1) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on Credit Obligations owing to such performing Lenders, plus (2) the DDTL Commitment Termination Date; provided, that, (Iaggregate participation interests of such performing Lenders arising pursuant to Section 3.01(e) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment undrawn and outstanding Letters of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving CommitmentsCredit.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender that is not a Defaulting Lender in accordance with its Applicable Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Credit Percentage, a commitment fee (the ““ Commitment FeeFee ”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) on the actual daily amount by which the Aggregate Initial Revolving Commitment Amount Credit Facility exceeds the Aggregate Total Outstandings under the Initial Revolving Credit ExposureFacility, subject at a rate equal to adjustment(s) 0.30% per annum; provided , however , that any Commitment Fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Company prior to such time, and provided in Section 2.16; plus (ii) , further , that no Commitment Fee shall accrue on any of the product Commitments of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effecta Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any last day of the Availability Period for the Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For the purposes of calculation of calculating the Commitment Fee, Swingline outstanding Swing Line Loans shall not be counted toward, or be considered disregarded as usage of, a utilization of the Aggregate Revolving CommitmentsCredit Facility.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each (i) Revolving Credit Lender in accordance with its Revolving Pro Rata Share, the Commitment Percentage and its DDTL Commitment Percentage (as applicable), a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) Fee on the actual daily amount by which the Aggregate aggregate Revolving Credit Commitment Amount exceeds the Aggregate Outstanding Amount of Revolving Credit Exposure, subject Loans; provided that any Commitment Fee accrued with respect to adjustment(s) any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided in Section 2.16; plus (ii) further that no Commitment Fee shall accrue on any of the product Revolving Credit Commitments of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effecta Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Fees shall accrue at all times during from the Revolver Availability Period and at all times during Closing Date until the DDTL Commitment PeriodMaturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Maturity Date for the Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product Applicable Margin of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount Commitments exceeds the Aggregate Total Revolving Credit ExposureOutstandings, subject to adjustment(s) adjustments as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Revolving Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Date, and on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, provided that (I1) no Commitment Fee shall accrue on any of the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (II2) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Feehereof, Swingline Loans shall not be counted toward, toward or be considered as usage of, of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product Applicable Margin of (A) the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount Commitments exceeds the Aggregate sum of (i) the Outstanding Amount of Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; Loans plus (ii) the product Outstanding Amount of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effectLetter of Credit Obligations. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Revolving Commitment Period, including at any time during which one or more of the conditions in Article 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 (1st) such date to occur after the Closing Date, and on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, provided that (I1) no Commitment Fee shall accrue on any of the Revolving Commitment or any DDTL Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (II2) any Commitment Fee accrued with respect to any the Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Feehereof, Swingline Loans shall not be counted toward, toward or be considered as usage of, of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender Bank in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) Commitment Fee Rate TIMES the actual daily amount by which Commitments exceed the Aggregate Revolving Commitment sum of (i) the Outstanding Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus of Loans and (ii) the product of (Ax) the Applicable MarginOutstanding Amount of L/C Obligations MINUS (y) all then outstanding Unreimbursed Drawings; PROVIDED, multiplied HOWEVER, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Bank during the period prior to the time such Bank became a Defaulting Bank and unpaid at such time shall not be payable by (B) the Aggregate DDTL Commitment Amount then in effectBorrower so long as such Bank shall be a Defaulting Bank except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and PROVIDED FURTHER that no commitment fee shall accrue on any of the Commitments of a Defaulting Bank so long as such Bank shall be a Defaulting Bank. The Commitment Fee commitment fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 ARTICLE 3 is not met, and . Accrued fees under this Section shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, Quarterly Payment Date commencing with the first (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Effective Date and on upon the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment date of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation termination of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving CommitmentsCommitments in their entirety.

Commitment Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Pro Rata Share, a commitment fee (the “Revolving Credit Commitment Fee”) equal to on the sum of: (i) average daily unused portion of the product of (A) commitments under the Applicable Margin, multiplied by (B) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue Facility at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 is not met, and shall be due and payable quarterly in arrears a rate per annum based on the last Business Day of each March, June, September and December, commencing with the first (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; Borrower’s Total Leverage Ratio as follows: I < 2.75 0.50 % II ³ 2.75 0.75 % provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Pro Rata share of the Revolving Commitment or any DDTL Commitment Credit Commitments of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no Commitment Fee shall accrue on any Pro Rata Share of any Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be calculated a Defaulting Lender. Commitment Fees shall be payable quarterly in arrearsarrears on the last Business Day of each March, andJune, if there is any change September and December and on the Maturity Date, commencing on the Closing Date in the Applicable Margin during any quartercase of each initial Lender and from the effective date specified in the Assignment and Assumption pursuant to which each other Lender became a Lender, until the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving CommitmentsMaturity Date.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Applicable Percentage, a commitment fee (the “Commitment Fee”) in Dollars equal to the sum of: (i) the product of (Ai) the Applicable Margin, multiplied by Rate times (Bii) the actual daily amount by which the Aggregate Revolving Commitment Commitments exceed the sum of (y) the Outstanding Amount exceeds of the Aggregate Revolving Credit ExposureCommitted Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustment(s) adjustment as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effect. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Maturity Date; provided, that, that (IA) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL the Commitment of any a Defaulting Lender so long as such Lender shall be a Defaulting Lender, Lender and (IIB) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL the Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ Lender became a Defaulting Lender that remains and unpaid at such time shall not be payable by the Borrower Company so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes of calculation of the Commitment Feeclarification, Swingline Swing Line Loans shall not be counted toward, or be considered as usage of, outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender that is not a Defaulting Lender in accordance with its Applicable Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Credit Percentage, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) the Applicable Margin, multiplied by (B) on the actual daily amount by which the Aggregate Revolving Commitment Amount Credit Facility exceeds the Aggregate Revolving Credit ExposureTotal Outstandings, subject at a rate equal to adjustment(s) 0.75% per annum; provided, however, that any Commitment Fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as provided in Section 2.16; plus (ii) such Lender shall be a Defaulting Lender except to the product extent that such Commitment Fee shall otherwise have been due and payable by the Company prior to such time, and provided, further, that no Commitment Fee shall accrue on any of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Commitment Amount then in effectCommitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 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 (1st) such date to occur after the Closing Date, on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Date; provided, that, (I) no Commitment Fee shall accrue on any last day of the Availability Period for the Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For the purposes of calculation of calculating the Commitment Fee, Swingline outstanding Swing Line Loans shall not be counted toward, or be considered disregarded as usage of, a utilization of the Aggregate Revolving CommitmentsCredit Facility.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Lender Lender, in Dollars, in accordance with its Revolving Commitment Percentage and its DDTL Commitment Percentage (as applicable)Pro Rata Share, a commitment fee (the “Commitment Fee”) equal to the sum of: product of (i) the product of Applicable Rate times (A) the Applicable Margin, multiplied by (Bii) the actual daily amount by which the Aggregate Revolving Commitment Amount exceeds Commitments exceed the Aggregate Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus sum of (iiy) the product Outstanding Amount of Revolving Loans, and (z) the Outstanding Amount of L/C Obligations; provided that (A) no commitment fee shall accrue on the Applicable MarginRevolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender, multiplied by and (B) any commitment fee accrued with respect to the Aggregate DDTL Revolving Commitment Amount then in effectof a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 ‎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 (1st) such date to occur after the Closing Restatement Effective Date, and on the Revolving Commitment Termination Date and on the DDTL Commitment Termination Credit Facility Maturity Date; provided, that, (I) no Commitment Fee shall accrue on any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of a Defaulting Lender during the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. For purposes the avoidance of calculation of the Commitment Feedoubt, Swingline Swing Line Loans shall not be counted toward, towards or be considered as usage of, of the Aggregate Revolving CommitmentsCommitments for purposes of computing the commitment fee in accordance with this Section ‎2.09(a).

Commitment Fee. The Borrower shall Borrowers agree to pay to the Administrative Agent, for the pro rata account of each Revolving Lender in accordance with its (other than each Revolving Lender that is a Defaulting Lender), for the period (including any portion thereof when the Revolving Loan Commitment Percentage is suspended by reason of the Borrower's inability to satisfy any condition of Article V) commencing on the Amendment Effective Date and its DDTL continuing through the Revolving Loan Commitment Percentage (as applicable)Termination Date, a commitment fee (the “Commitment Fee”) equal to the sum of: (i) the product of (A) at the Applicable Margin, multiplied by (B) Commitment Fee Rate on such Lender's Percentage of the actual average daily amount by which unused portion of the Aggregate Revolving Loan Commitment Amount exceeds during the Aggregate quarter ending on the applicable Quarterly Payment Date (without taking into account that portion of Revolving Credit Exposure, subject to adjustment(s) as provided in Section 2.16; plus (ii) the product of (A) the Applicable Margin, multiplied by (B) the Aggregate DDTL Loan Commitment Amount then in effectattributable to such Defaulting Lender). The Commitment Fee shall accrue at all times during the Revolver Availability Period and at all times during the DDTL Commitment Period, including at any time during which one or more of the conditions in Article 5 is not met, Such commitment fees are non-refundable and shall be due and payable quarterly by the Borrowers in arrears on the last Business Day of each March, June, September and DecemberQuarterly Payment Date, commencing with the first (1st) such date to occur after Quarterly Payment Date following the Closing Amendment Effective Date, and on the Revolving Commitment Termination Date and on the DDTL Loan Commitment Termination Date. SECTION 2.13. By this Amendment Agreement, clause (a) of Section 4.7 (“Payment, Interest Calculations, etc.”) of the Existing Credit Agreement is hereby amended (i) to delete the second and third sentences of such clause (a) in their entirety and (ii) to add the following to the end of the first sentence of such clause (a): ; provided, thathowever, (I) no Commitment Fee shall accrue on that in the case of any Revolving Commitment or any DDTL Commitment of any Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (II) any Commitment Fee accrued with respect to any Revolving Commitment or any DDTL Commitment of that is a Defaulting Lender during due to failure to fund, the period prior to the time that such ▇▇▇▇▇▇ became a Defaulting Lender that remains unpaid at such time shall not be payable by the Borrower so long as such Lender Administrative Agent shall be a entitled to set off the funding shortfall against such Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and, if there is any change in 's respective share of all payments received from the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of calculation of the Commitment Fee, Swingline Loans shall not be counted toward, or be considered as usage of, the Aggregate Revolving CommitmentsBorrowers.