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, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee 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 hereof, Swing Line 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 Lender in accordance with its Revolving Commitment Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Effective Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers 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 hereof, Swing Line 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 Agent, for the account of each Revolving Lender in accordance with its Revolving Commitment Applicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) at a rate per annum equal to the product of (x) the Applicable Margin of Rate times (y) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (1) the Outstanding Amount of Revolving OutstandingsLoans and (2) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Availability Period applicable to the Revolving Commitment PeriodCommitments, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans and the Outstanding Amount of Dutch Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company 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 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to (i) with respect to the Aggregate Revolving A Commitments, the product of (A) the Applicable Margin of Rate times (B) the actual daily amount by which the Aggregate Revolving A Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsA Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15, and (ii) with respect to the Aggregate Revolving B Commitments, the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Revolving B Commitments exceed the Outstanding Amount of Revolving B Loans, subject to adjustment as provided in Section 2.15. The Commitment Fee shall accrue at all times during the Revolving Commitment applicable Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Third Amendment Effective Date, and on the Maturity Date for the Revolving Commitment Termination DateA Loans and the Revolving B Loans; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereofof clarification, (x) Domestic Swing Line Loans shall not be counted toward or be considered as usage 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 Borrower shall pay to the Administrative Agent for the account of each Term Lender in accordance with its Revolving Pro Rata Share, the Commitment Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of Fee on the actual daily amount by which the Aggregate Revolving Commitments aggregate Term Commitment exceeds the Total Revolving Outstandings, 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 adjustments 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 2.16further that no Commitment Fee shall accrue on any of the Term Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Fees shall accrue at all times during from the Revolving Commitment PeriodSigning Date until the Maturity Date for the Facility, including at any time during which one or more of the conditions in Section 5 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Signing Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of Maturity Date for the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to accruing at the Applicable Margin of Rate in effect from time to time multiplied by the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (i) the Outstanding Amount of Revolving OutstandingsLoans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Maturity Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued hereunder with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time (except if such Defaulting Lender became is a Defaulting Lender and unpaid at such time shall not be payable by solely pursuant to clause (d) of the Borrower definition thereof) 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of the Lenders a commitment fee, from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in accordance with its Revolving Commitment Percentagethe case of each other Lender until the Termination Date, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears monthly on the last first day of each month (or if such day is not a Business Day, on the next succeeding Business Day), commencing on the first Business Day of each March, June, September and December, commencing with the first such date to occur month commencing after the Funding Closing Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue , at the rate per annum, on any the sum of the daily Unused Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender plus their Pro Rata Share of the daily outstanding Swing Line Advances during such month or portion thereof, of (i) for an initial period commencing on the Closing Date and ending on February 28, 2007, 0.30%, and (2ii) as of any Commitment Fee date thereafter, a rate per annum equal to the rate set forth below opposite the Utilization for the immediately preceding month or portion thereof: Greater than or equal to 50%. 0.250 % Greater than or equal to 25% and less than 50%. 0.300 % Less than 25%. 0.375 % provided, however, that any commitment fee accrued with respect to any of the Revolving Commitment Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 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 hereof, Swing Line 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 Agent for Investors, in the account of each Lender aggregate and in accordance with its Revolving Commitment Percentagethe terms of the Chapter 11 Plan, on the Effective Date, a commitment fee (the “Commitment Fee”) equal to in the Applicable Margin form of 781,250 shares of New Common Stock (the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The “Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderShares”). The Commitment Fee shall be calculated quarterly paid to the Investors in arrearsaccordance with the allocations thereof set forth on Appendix 1; provided, that any Investor, in its sole discretion, may designate that some or all of its Commitment Fee Shares be issued in the name of, and if there delivered to, one or more other Persons (including, for the avoidance of doubt, any other holder of Convertible Notes), provided such other Person is any change in the Applicable Margin during any quarteran 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 effectpayment and waives any right or entitlement to receive any portion of the Commitment Fee. The Commitment Fee shall be approved as part of the Chapter 11 Plan and paid at the Closing without any further action required of or entertained by the Bankruptcy Court. The Commitment Fee shall be earned and payable without regard to whether the Rights Offering is fully subscribed. For purposes hereofthe avoidance of doubt, Swing Line Loans the Commitment Fee Shares shall not be counted toward 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 be considered as usage the Organizational Documents of the Aggregate Revolving CommitmentsCompany.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Revolving Commitment Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. The Commitment Fee commitment fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Datelast day of the Availability Period; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable 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 hereofof clarification, Swing Line Loans shall not be counted toward or be considered as usage outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender that is not a Defaulting Lender in accordance with its Applicable Revolving Commitment Credit Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of on the actual daily amount by which the Aggregate Initial Revolving Commitments Credit Facility exceeds the Total Outstandings under the Initial Revolving OutstandingsCredit Facility, subject at a rate equal to adjustments 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 2.16such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Company prior to such time, and provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Effective Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any last day of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to Availability Period for the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting 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 hereofof calculating the Commitment Fee, outstanding Swing Line Loans shall not be counted toward or be considered disregarded as usage a utilization of the Aggregate Revolving CommitmentsCredit Facility.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Revolving Commitment Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 5 Article 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 such date to occur after the Funding Restatement Date, and on the Revolving Commitment Termination Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitments.

Commitment Fee. The During the Availability Period, the Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Revolving Commitment Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving Outstandings, subject to adjustments as provided in Section 2.16Loans and (z) the Outstanding Amount of L/C Obligations. The Commitment Fee commitment fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Datelast day of the Availability Period; provided that (1) no Commitment Fee commitment fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable 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 hereofof clarification, Swing Line Loans shall not be counted toward or be considered as usage outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower shall Company agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Revolving Commitment Percentage, a commitment fee on the daily aggregate unused amount of such Lender’s Revolving Credit Commitment(s) from the 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 “Commitment Fee”effective date specified in the Assumption Agreement or in the Assignment and Assumption pursuant to which it became a Lender and (ii) the Restatement Date, until the Termination Date applicable to such Lender at a rate per annum equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving OutstandingsPercentage in effect from time to time, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 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 such date to occur fiscal quarter ending after the Funding Closing Date, and on the Revolving 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 (1no Defaulting Lender shall be entitled to receive any commitment fee in respect of its Revolving Credit Commitment(s) no Commitment Fee shall accrue on for any of the Revolving Commitment of period during which that Lender is a Defaulting Lender so long as such Lender shall be a Defaulting Lender (and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Company shall not be payable by the Borrower so long as required to pay such Lender shall be a fee that otherwise would have been required to have been paid to that Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears), and if there is any change in other than a commitment fee, as described above, on the Applicable Margin during any quarteraggregate principal amount of Advances funded by such Defaulting Lender outstanding from time to time; provided, further, that 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 hereof, Swing Line Loans Swingline Advances shall not be counted toward towards or be considered as consider usage 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, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender Lender, so long as such Lender shall be a Defaulting Lender Lender, and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) in Dollars at a rate per annum equal to the product of (i) the Applicable Margin of Rate for Commitment Fees times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 5 Article 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Datelast day of the Availability Period; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers 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 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Margin of Rate for Commitment Fees times the actual daily amount by which the Aggregate Revolving Commitments exceeds (including, for the Total Revolving Outstandingspurposes of such calculation from and including the Effective Date until terminated, the Additional Commitments) exceed the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.19, provided that Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Commitments. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 5 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Effective Date, and on the Revolving Commitment Termination Date; last day of the Availability Period, provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to any of the Revolving Commitment Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the 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 be calculated quarterly in arrears, 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total Revolving Outstandingssum of (y) the Outstanding Amount of Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.14. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 5 Article 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 such date to occur after the Funding Date, and on the Revolving Commitment Termination Closing Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) in Dollars at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments Credit Facility exceeds the Total sum of (A) the Outstanding Amount of Revolving OutstandingsCredit Loans, plus (B) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Credit Facility for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 5 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Datelast day of the Availability Period; provided that provided, that, (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company 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 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 hereof, Swing Line 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 Revolving Credit Lender in accordance with its Revolving Commitment PercentagePro Rata Share, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of Rate with respect to commitment fees times the actual daily amount by which the Aggregate aggregate Revolving Commitments Credit Commitment exceeds the Total sum of (A) Outstanding Amount of Revolving Outstandings, subject Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to adjustments 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 2.16further 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 date hereof until the Maturity Date for the Revolving Commitment PeriodCredit Facility, including at any time during which one or more of the conditions in Section 5 Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of Maturity Date for the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee commitment fee shall be calculated quarterly in arrears, 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 hereof, Swing Line 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, a commitment fee (the “Commitment Fee”) equal to (x) to the Applicable Margin extent the Total Revolving Outstandings is greater than 50% of the Aggregate Revolving Commitments, 0.20% per annum of the actual daily amount by which the Aggregate Revolving 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 Commitments, 0.25% per annum of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding DateDecember 31, 2018, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee 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 hereof, Swing Line 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 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 Percentagethe case of each other Lender until the Termination Date, a commitment fee (payable in arrears on the “Commitment Fee”) equal to the Applicable Margin date of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandingsinitial Credit Extension Date hereunder, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, 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 such date to occur after the Funding Dateon September 30, 1998, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue , at the Applicable Percentage in effect from time to time on any of the Revolving average daily Unused Working Capital Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) each Lender; provided, however, that any Commitment Fee commitment fee accrued with respect to any of the Revolving Commitment 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. 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitmentsa Defaulting Lender.

Commitment Fee. The Borrower shall In consideration of the Revolving Commitments hereunder, the Borrowers agree to pay to the Administrative Agent for the account ratable benefit of each Lender the Revolving Lenders in accordance with its such Lender’s Revolving Commitment Percentage, Percentage a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of Percentage per annum on the actual daily unused amount by which of the Aggregate Revolving Commitments exceeds Committed Amount for the Total Revolving Outstandings, subject to adjustments as applicable period; provided in Section 2.16. The Commitment Fee that (i) no commitment fees shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2ii) any Commitment Fee commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers 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 be calculated payable (i) quarterly in arrearsarrears on the last Business Day of each March, June, September and if there is any change in December, beginning with the Applicable Margin during any quarter, first such date to occur after the actual daily amount shall be computed Effective Date and multiplied by (ii) on the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectTermination Date. For purposes hereofof clarification, Swing Line Swingline Loans shall not be counted toward or be considered as usage outstanding for purposes of determining the unused portion of the Aggregate Revolving CommitmentsCommitted Amount.

Commitment Fee. The Borrower shall Borrowers jointly and severally agree to pay to the Administrative 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 Percentagethe case of each other Lender until the Termination Date, payable in US Dollars in arrears quarterly on the first Business Day of each January, April, July and October, commencing October 1, 1996, and on the Termination Date, at a commitment fee (the “Commitment Fee”) rate per annum equal to the Applicable Margin 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 actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandingsdefinition of "Unused Working Capital Commitment"); provided, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Periodhowever, including at that any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee commitment fee accrued with respect to any of the Revolving Commitment Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers 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 ; and provided further that, notwithstanding anything herein to the 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 B-2 Borrower's, such B-3 Borrower's or the Canadian Borrower's Borrower's Share of such 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving CommitmentsFee.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Revolving Commitment Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin Rate of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Tenth Amendment Effective Date, and on the Revolving Commitment Termination Maturity Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers 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 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 hereof, Swing Line 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 Lender, in Dollars, in accordance with its Revolving Commitment PercentagePro Rata Share, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during Loans and (z) the Revolving Commitment Period, including at any time during which one or more Outstanding Amount of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination DateL/C Obligations; provided that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date. The commitment fee shall be calculated quarterly in arrears, 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 hereofthe avoidance of doubt, Swing Line Loans shall not be counted toward towards or be considered as usage 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 pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Revolving Commitment Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to (i) prior to the delivery of the Audited Financial Statements in accordance with Section 7.01(a)(i), the sum of (A) 0.30% times the actual daily amount by which the Available Revolving Committed Amount exceeds the sum of (1) the Outstanding Amount of Revolving Loans and (2) the Outstanding Amount of L/C Obligations plus (B)(x) during the first sixty days following the Closing Date, 0.20% times the amount by which the Aggregate Revolving Commitments exceed the Available Revolving Committed Amount and (y) commencing on the sixty-first (61st) day following the Closing Date, 0.30% times the amount by which the Aggregate Revolving Commitments exceed the Available Revolving Committed Amount and (ii) following the delivery of the Audited Financial Statements in accordance with Section 7.01(a)(i), the product of (A) the Applicable Margin of Rate times (B) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (1) the Outstanding Amount of Revolving Outstandings, subject to adjustments as provided in Section 2.16Loans and (2) the Outstanding Amount of L/C Obligations. The Commitment Fee commitment fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Maturity Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable 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 hereofof clarification, Swing Line Loans shall not be counted toward or be considered as usage outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Revolving Commitment PercentagePro Rata Share, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of Rate with respect to commitment fees times the actual daily amount by which the Aggregate aggregate Revolving Commitments Credit Commitment exceeds the Total sum of (A) the Outstanding Amount of Revolving Outstandings, subject Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to adjustments any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; provided in Section 2.16further that no commitment fee shall accrue on any of the Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fees shall accrue at all times during from the Revolving Commitment PeriodClosing Date until the Maturity Date, including at any time during which one or more of the conditions in Section 5 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Maturity Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total Revolving Outstandingssum of (y) the Outstanding Amount of Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.14. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 5 Article 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereof, Swing Line 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 Credit Lender in accordance with its Applicable Revolving Commitment Credit Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of Fee Rate times the actual daily amount by which the Aggregate aggregate Revolving Credit Commitments exceeds exceed the Total sum of (A) the Outstanding Amount of Revolving OutstandingsCredit Loans and (B) the Outstanding Amount of L/C Obligations; provided, subject however, that any commitment fee accrued with respect to adjustments 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 in Section 2.16further 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 Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 5 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of Maturity Date for the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee commitment fee shall be calculated quarterly in arrears, 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Loan Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereofof clarification, Swing Line Loans shall not be counted toward or be considered as usage 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to: (i) with respect to the Aggregate Revolving A Commitments, the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving A Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsA Loans and (z) the Outstanding Amount of L/C Obligations under the Revolving A Tranche, subject to adjustments adjustment as provided in Section 2.162.15; and (ii) with respect to the Aggregate Revolving B Commitments, the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving B Commitments exceed the sum of (y) the Outstanding Amount of Revolving B Loans and (z) the Outstanding Amount of L/C Obligations under the Revolving B Tranche, subject to adjustment as provided in Section 2.15. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 5 Article V is not met, and shall be due and payable quarterly in arrears on the last first Business Day of after the end of each March, June, September and December, commencing with the first such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment Commitment(s) of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment Commitment(s) of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company 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 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 hereofof clarification, Swing Line Loans shall not be counted toward or be considered as usage outstanding for purposes of determining the unused portion of the Aggregate Revolving A Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Revolving Commitment Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. The Commitment Fee commitment fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Datelast day of the Availability Period; provided provided, that (1A) no Commitment Fee commitment fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable 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 hereofof clarification, Swing Line Loans shall not be counted toward or be considered as usage 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 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 Percentagethe case of each other Lender until the Termination Date, payable in arrears on the date of the initial Borrowing hereunder, thereafter quarterly on the first Business Day of each quarter, commencing August 1, 1996, and on the Termination Date, at a commitment fee (the “Commitment Fee”) rate per annum equal to the Applicable Margin 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 actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandingsdefinition of "Unused Working Capital Commitment"); provided, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Periodhowever, including at that any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee commitment fee accrued with respect to any of the Revolving Commitment Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the 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 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 hereof, Swing Line 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 Applicable Percentage, a delayed draw commitment fee (the “Commitment Fee”) in Dollars equal to the product of (i) Applicable Margin Rate times (ii) the daily unused amount of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject to adjustments as provided in Section 2.16during such period. The Commitment Fee shall accrue during the 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 Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 5 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 such date to occur after the Funding Commitment Fee Commencement Date, and on the Revolving Commitment Termination Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company 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 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 hereof, Swing Line 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 Paying Agent for the account of the Revolving Credit Lenders a commitment fee, from the Effective Date in the case of each Initial Lender (and from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender in accordance with its Revolving Commitment Percentagethe case of each other Lender) until the Termination Date, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Dateon June 30, 2007 and on the Revolving Commitment Termination Date; provided that , at the rate of (1i) no Commitment Fee shall accrue on any the Effective Date, 0.125% per annum and (ii) thereafter, at a rate per annum equal to the Applicable Percentage, in each case on the average daily portion of the sum of each Revolving Credit Lender’s Unused Revolving Credit Commitment plus its Pro Rata Share of a Defaulting Lender so long as the Swing Line Reserve during such Lender shall be a Defaulting Lender and (2) period; provided, however, that any Commitment Fee commitment fee accrued with respect to any of the Revolving Commitment 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. 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 hereof, Swing Line 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, for the account of each Lender in accordance with its Revolving Commitment Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company 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 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 hereofof clarification, Swing Line Loans shall not be counted toward or be considered as usage 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 in accordance with its Revolving Commitment Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Effectiveness Date, and on the Revolving Commitment Termination Loan Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Loan Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Loan Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company, 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 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 hereof, Swing Line 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, 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 Applicable Margin case of each other Lender until, in each case, the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving OutstandingsTermination Date, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue , at the rate of 0.50% per annum on any of the Revolving average daily Unused Working Capital Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) each Working Capital Lender; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Commitment Working Capital 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. The Lender except to the extent that such Commitment Fee shall be calculated quarterly in arrears, otherwise have been due and if there is payable by the Borrower prior to such time; and 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitmentsa Defaulting Lender.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Revolving Commitment 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 Applicable Margin three-eighths of one percent (0.375%) times the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 5 Article IV is not met, and shall be due and payable quarterly monthly in arrears on the last Business Day of each March, June, September and Decembercalendar month, commencing with the first such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Datelast day of the Availability Period; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time that such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall 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 hereof, Swing Line 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 Agent, for the account of each Lender in accordance with its Revolving Commitment Applicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) at a rate per annum equal to the product of (x) the Applicable Margin of Rate times (y) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (1) the Outstanding Amount of Revolving OutstandingsLoans and (2) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Availability Period applicable to the Revolving Commitment PeriodCommitments, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the 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 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 hereof, Swing Line 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 for the account of each Revolving Lender in accordance with its Revolving Commitment Percentage, 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 Applicable Margin of for the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Unused Revolving Commitment Periodin effect from time to time, including at any time during which one or more of the conditions in Section 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 on April 1, 2003, on the first such date to occur after the Funding Date, Third Amendment Date and on the Revolving Commitment Termination Date; provided PROVIDED, HOWEVER, that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Revolving Lender became a Defaulting Lender 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 hereof, Swing Line 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 for the account of each Revolving Lender in accordance with its Revolving Commitment Percentage, 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 Applicable Margin of the actual daily amount by which the Aggregate for Unused Revolving Commitments exceeds the Total Revolving Outstandingsin effect from time to time, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Dateon June 1, 1998, and on the Revolving Commitment Termination Date; provided PROVIDED, HOWEVER, that (1) no Commitment Fee shall accrue on any commitment fee accrued with respect to any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment Commitments of a Defaulting Lender during the period prior to the time such Revolving Lender became a Defaulting Lender 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to (i) with respect to the Aggregate Revolving A Commitments, the product of (A) the Applicable Margin of Rate times (B) the actual daily amount by which the Aggregate Revolving A Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsA Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15, and (ii) with respect to the Aggregate Revolving B Commitments, the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Revolving B Commitments exceed the Outstanding Amount of Revolving B Loans, subject to adjustment as provided in Section 2.15. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Initial Borrowing Date, and on the Revolving Commitment Termination Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereofof clarification, Swing Line Loans shall not be counted toward or be considered as usage outstanding for purposes of determining the unused portion of the Aggregate Revolving A Commitments.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Revolving Commitment Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee 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 hereofof clarification, Swing Line Loans shall not be counted toward or be considered as usage outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.

Commitment Fee. The (i) In consideration of the Lender’s commitment to make Term Loans hereunder, the Borrower shall agrees to pay to the Administrative Agent Agent, for the account ratable benefit of each Lender in accordance with its Revolving Commitment Percentagethe Term Loan Lenders, a commitment fee (the “Commitment Fee”) ), accruing on a daily basis, in an amount equal to fifteen percent (15%) per annum (and seventeen percent (17%) per annum following the Applicable Margin occurrence and during the continuance of any Event of Default) on the average daily aggregate amount of the actual daily amount by which the Aggregate Revolving Term Loan Commitments exceeds the Total Revolving Outstandings, subject to adjustments as provided then in Section 2.16. The Commitment Fee shall accrue at effect of all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided Lenders (calculated without duplication so that (1) no Commitment Fee shall accrue on any of the Revolving day on which any portion thereof is borrowed as Term Loans hereunder such same portion does not on such day accrue both interest and Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderFees). The Commitment Fee shall be calculated quarterly payable monthly in arrearsarrears on each Interest Payment Date. Unless otherwise required by a final determination, the parties shall treat the Commitment Fee as interest for U.S. federal, state and local tax purposes. For this purpose, a “final determination” shall mean a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an IRS Form 870 or other comparable form, or otherwise, or such procedurally later event, such as a closing agreement with the relevant Tax authority, or a deficiency notice with respect to which the period for filing a petition with the Tax Court has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. (ii) The parties agree that, notwithstanding anything to the contrary herein, with respect to any period (but only with respect to such period) during which a Lender constitutes a Defaulting Lender hereunder (the “Defaulting Period”), the amounts used to calculate the Commitment Fee payable to the Lenders pursuant to this Section 2.2(a) shall be adjusted such that such Defaulting Lender’s Term Loan Commitment is excluded for purposes of calculating the Commitment Fee in respect of any day during any Default Period with respect to such Defaulting Lender, 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 hereof, Swing Line Loans Borrower shall not be counted toward or required to pay, and such Defaulting Lender shall not be considered as usage entitled to receive, any Commitment Fee pursuant to this Section 2.2(a) with respect to such Defaulting Lender’s Term Loan Commitment in respect of the Aggregate Revolving Commitmentsany Default Period with respect to such Defaulting Lender.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its the Revolving Commitment Percentage, Credit Lenders a commitment fee (the “Commitment Fee”) equal ), from the Effective Date in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the Applicable Margin case of each other Lender until the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving OutstandingsTermination Date, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding DateSeptember 30, 2011, and on the Revolving Commitment Termination Date; provided that (1) no , equal to the Applicable Commitment Fee shall accrue on any of Rate times the average daily Unused Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) Lender; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Commitment 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. The Lender except to the extent that such Commitment Fee shall be calculated quarterly in arrears, otherwise have been due and if there is payable by the Borrower prior to such time; and 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitmentsa Defaulting Lender.

Commitment Fee. The Borrower shall agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under the Revolving Credit Facility in accordance with its Revolving Commitment PercentagePro Rata Share or other applicable share provided for under this Agreement, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of Rate with respect to commitment fees for the Revolving Credit Facility times the actual daily amount by which the Aggregate aggregate Revolving Commitments Credit Commitment for such Facility exceeds the Total sum of (A) the Outstanding Amount of Revolving OutstandingsCredit Loans for such Facility (for the avoidance of doubt, subject excluding Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to adjustments 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; 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 the Revolving Credit Facility shall accrue at all times during from the Funding Date until the Maturity Date for the Revolving Commitment PeriodCredit Facility, including at any time during which one or more of the conditions in Section 5 Article ‎IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of Maturity Date for the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee commitment fee shall be calculated quarterly in arrears, 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitments.

Commitment Fee. The Operating Borrower shall pay to the Administrative Administration Agent for the account of each Lender in accordance with its Revolving Commitment Percentage, the Lenders a commitment fee (the “"Commitment Fee”") equal to in Canadian Dollars on the Applicable Margin amount of each Lenders' Proportion of the actual daily Total Commitment in respect of the Operating Facility not utilized by the Operating Borrower. In determining the amount by which the Aggregate Revolving Commitments exceeds of each Lender's Proportion of the Total Revolving Outstandings, subject Commitment not utilized by the Operating Borrower: (a) Borrowings in US Dollars shall be deemed to adjustments as provided be the Equivalent Amount thereof in Section 2.16. The Commitment Fee Canadian Dollars; and (b) the following Borrowings shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more be deemed to be a utilization only of the conditions in Section 5 is not metIssuing Lender's Commitment, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on not reduce any other Lender's Proportion of the Revolving Total Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable utilized by the Operating Borrower: (i) Overdraft Advances made by the Issuing Lender pursuant to Section 3.14; and (ii) Contingent Payment Letters issued by the Issuing Lender at the request of the Operating Borrower so long as such Lender shall be a Defaulting Lenderpursuant to Article 5 up to an aggregate Face Amount of Cdn.$11,000,000 (or the Equivalent Amount in US Dollars) outstanding at any one time. The Commitment Fee shall be calculated at the rate of 25 basis points per annum calculated on a daily basis on the portion of the Total Commitment under the Operating Facility not utilized by the Operating Borrower on such date, provided that the Commitment Fee shall cease to be payable in respect of the Operating Facility upon the conversion of the Operating Facility to a non-revolving facility on the Conversion Date. The Commitment Fee shall be payable from and after the Closing Date and shall be paid to the Administration Agent for the account of the Lenders quarterly in arrears, and if there is any change in arrears on the Applicable Margin during any third Business Day following the end of each calendar 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 hereof, Swing Line 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 Collateral Agent a fee (the "Commitment Fee") for the account of each Lender the Revolving Lenders in accordance with their respective Revolving Credit Pro Rata Shares accruing at the Commitment Fee Rate applicable from time to time on the average daily amount during the applicable quarter by which the Revolving Credit Commitments exceed the sum of the Revolving Credit Obligations, such Commitment Fee being payable to the Revolving Lenders, quarterly, in arrears, commencing on the first day of the calendar quarter next suc-ceeding the Closing Date and on the Revolving Credit Termination Date. (ii) Notwithstanding the 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) such Lender shall not be entitled to any Commitment PercentageFee 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, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin Fee shall accrue in favor of the actual daily Lenders 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 calculated based upon the average amount by which the Aggregate aggregate of such Revolving Credit Commitments of such performing Lenders exceeds the Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more sum of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as Credit Obligations owing to such Lender shall be a Defaulting Lender and performing Lenders, plus (2) any Commitment Fee accrued the aggregate participation interests of such performing Lenders arising pursuant to Section 3.01(e) with respect to the Revolving Commitment undrawn and outstanding Letters of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving CommitmentsCredit.

Commitment Fee. (i) The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender the Revolving Lenders in accordance with its their respective Revolving Commitment PercentageCredit 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 Applicable Margin of the actual daily average amount by which the Aggregate Revolving Credit Commitments exceeds exceed the Total sum of the Revolving OutstandingsCredit Obligations, subject such Commitment Fee being payable quarterly, in 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 foregoing, in the event that any Lender fails to adjustments as provided 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) 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 2.16. The 4.02(f)(ii) and (B) until such time, the Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more in favor of the conditions in Section 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 such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that sum of (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as Credit Obligations owing to such Lender shall be a Defaulting Lender and performing Lenders, plus (2) any Commitment Fee accrued the aggregate participation interests of such performing Lenders arising pursuant to Section 3.01(e) with respect to the Revolving Commitment undrawn and outstanding Letters of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee 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 hereof, Swing Line 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 for the account of each Revolving Credit Lender that is not a Defaulting Lender in accordance with its Applicable Revolving Commitment Credit Percentage, a commitment fee (the ““ Commitment FeeFee ”) equal to the Applicable Margin of on the actual daily amount by which the Aggregate Initial Revolving Commitments Credit Facility exceeds the Total Outstandings under the Initial Revolving OutstandingsCredit Facility, subject at a rate equal to adjustments 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, 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 Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any last day of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to Availability Period for the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting 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 hereofof calculating the Commitment Fee, outstanding Swing Line Loans shall not be counted toward or be considered disregarded as usage a utilization of the Aggregate Revolving CommitmentsCredit Facility.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Revolving Commitment PercentagePro Rata Share, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of Commitment Fee Percentage multiplied by the actual average daily amount by which the Aggregate aggregate Revolving Commitments Commitment exceeds the Total sum of (i) the Outstanding Amount of Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during Loans and (ii) the Revolving Commitment Period, including at any time during which one or more Outstanding Amount of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination DateL/C Obligations; provided that (1) no Commitment Fee shall accrue on any the Swingline Exposure of the Revolving Commitment of a Defaulting Lender so long as such Lender Lenders shall be a Defaulting Lender and (2) any disregarded for purposes of determining the Commitment Fee; provided further that the Commitment Fee accrued with respect to any of the Revolving Commitment 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 Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fees shall accrue at all times from the Effective Date until the Revolving Maturity Date, including at any time during which one or more of the conditions in Article IV is not satisfied, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Revolving Maturity Date, commencing with the first such date to occur after the Effective Date and on the Revolving Maturity Date. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes hereof, Swing Line 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 Lender in accordance with its Revolving Commitment Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Loan Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total Outstanding Amount of Revolving OutstandingsLoans, subject to adjustments adjustment as provided in Section 2.162.15 (the “Commitment Fee”). The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Datelast day of the Availability Period; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereofof clarification, Swing Line Loans shall not be counted toward towards or be considered as usage of the Aggregate Revolving CommitmentsCommitments for purposes of determining the commitment fee.

Commitment Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Lender Lender, in Dollars, in accordance with its Revolving Commitment PercentagePro Rata Share, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving Outstandings, subject Loans and (z) the Outstanding Amount of L/C Obligations; provided that (A) no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any commitment fee accrued with respect to adjustments the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as provided in Section 2.16such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Restatement Effective Date, and on the Revolving Commitment Termination Maturity Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable 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 hereofthe avoidance of doubt, Swing Line Loans shall not be counted toward towards or be considered as usage of the Aggregate Revolving Commitments.Commitments for purposes of computing the commitment fee in accordance with this Section 2.09(a). - 60 -

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Revolving Commitment Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total sum of (i) the Outstanding Amount of Revolving OutstandingsLoans plus (ii) the Outstanding Amount of Letter of Credit Obligations, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (A) the Outstanding Amount of Revolving OutstandingsLoans and (B) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Datelast day of the Availability Period; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) subject to Section 2.15, any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitments.the

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its the Revolving Commitment Percentage, Credit Lenders a commitment fee (the “Commitment Fee”) equal ), from the Effective Date in the case of each Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the Applicable Margin case of each other Lender until the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving OutstandingsTermination Date, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding DateMarch 31, 2019, and on the Revolving Commitment Termination Date; provided that (1) no , equal to the Applicable Commitment Fee shall accrue on any of Rate times the actual daily Unused Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) Lender; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Commitment 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. The Lender except to the extent that such Commitment Fee shall be calculated quarterly in arrears, otherwise have been due and if there is payable by the Borrower prior to such time; and 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitmentsa Defaulting Lender.

Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent Agent, for the account of each Revolving Lender in accordance with its Revolving Commitment Applicable Percentage, a commitment fee (the “Commitment Fee”) in Dollars at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers 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 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Margin of Rate for Commitment Fees times the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total Revolving Outstandingssum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.19, provided that Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Commitments. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 5 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Effective Date, and on the Revolving Commitment Termination Date; last day of the Availability Period, provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to any of the Revolving Commitment Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the 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 be calculated quarterly in arrears, 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 hereof, Swing Line 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 Revolving Credit Lender in accordance with its Revolving Commitment PercentagePro Rata Share, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of Rate with respect to commitment fees times the actual daily amount by which the Aggregate aggregate Revolving Commitments Credit Commitment exceeds the Total sum of (A) Outstanding Amount of Revolving OutstandingsCredit Loans and (B) the Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the 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, subject to adjustments further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as provided in Section 2.16such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall accrue at all times during from the date hereof until the Maturity Date for the Revolving Commitment PeriodCredit Facility, including at any time during which one or more of the conditions in Section 5 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of Maturity Date for the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee commitment fee shall be calculated quarterly in arrears, 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereofof clarification, Swing Line Loans shall not be counted toward or be considered as usage 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, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total sum of (i) the Outstanding Amount of Revolving Outstandings, subject to adjustments as provided in Section 2.16Loans plus (ii) the Outstanding Amount of Letter of Credit Obligations. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee 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 hereof, Swing Line 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 for the account ratable benefit of each Lender the Revolving Lenders in accordance with its such Lender’s Revolving Commitment Percentage, Percentage a commitment fee (the “Commitment Fee”) equal to the Applicable Margin Percentage per annum on the average daily unused amount of the actual daily amount by which Revolving Committed Amount for the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject to adjustments as applicable period; provided in Section 2.16. The Commitment Fee that (i) no commitment fees shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2ii) any Commitment Fee commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting LenderLender For the purposes hereof Swingline Loans shall not be considered usage under the Revolving Commitments. The Commitment Fee shall be calculated payable (i) quarterly in arrears, arrears on the Interest Payment Date following the last day of each calendar quarter for the immediately preceding quarter (or portion thereof) beginning with the first such date to occur after the Closing Date and if there is any change in (ii) on 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving CommitmentsTermination Date.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Revolving Commitment Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total sum of (i) the Outstanding Amount of Revolving OutstandingsLoans plus (ii) the Outstanding Amount of Letter of Credit Obligations, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Effective Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee 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 hereof, Swing Line 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 the Revolving Commitment Percentage, Credit Lenders a commitment fee (on the “Commitment Fee”) equal Unused Revolving Credit Commitment, from the Effective Date in the case of each such Initial Lender and from ▇▇▇▇▇ Respiratory - Revolving Credit Agreement the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the Applicable Margin case of each other such Lender until the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving OutstandingsTermination Date, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Date, December and on the Revolving Commitment Termination Date, at the applicable rate per annum set forth in the definition of Applicable Margin; provided provided, however, that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee commitment fee accrued with respect to the Unused Revolving Commitment 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. 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 Unused Revolving Credit 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 effecta Defaulting Lender. For purposes hereofof this Section 2.08(a), Swing Line Loans Swingline Advances shall not be counted toward or deemed to be considered as usage a utilization of any Lender's Commitment for purposes of calculating the Aggregate Revolving CommitmentsCommitment Fee.

Commitment Fee. The Borrower shall In consideration of the Revolving Commitments hereunder, the Borrowers agree to pay to the Administrative Agent for the account ratable benefit of each Lender the Revolving Lenders in accordance with its such Lender’s Revolving Commitment Percentage, Percentage a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of Percentage per annum on the actual daily unused amount by which of the Aggregate Revolving Commitments exceeds Committed Amount for the Total Revolving Outstandings, subject to adjustments as applicable period; provided in Section 2.16. The Commitment Fee that (i) no commitment fees shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2ii) any Commitment Fee commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting LenderLender For the purposes hereof Swingline Loans shall not be considered usage under the Revolving Commitments. The Commitment Fee shall be calculated payable (i) quarterly in arrears, arrears on the Interest Payment Date following the last day of each calendar quarter for the immediately preceding quarter (or portion thereof) beginning with the first such date to occur after the Closing Date and if there is any change in (ii) on 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 effectTermination Date. For purposes hereofof clarification, Swing Line Swingline Loans shall not be counted toward or be considered as usage outstanding for purposes of determining the unused portion of the Aggregate Revolving CommitmentsCommitment Amount.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Revolving Commitment PercentagePro Rata Share, a commitment fee (the “Revolving Credit Commitment Fee”) equal to on the Applicable Margin average daily unused portion of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during commitments under the Revolving Commitment Period, including Credit Facility at any time during which one or more of the conditions in Section 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 MarchBorrower’s Total Leverage Ratio as follows: I < 2.75 0.50 % II ³ 2.75 0.75 % provided, Junethat, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to any Pro Rata share of the Revolving Commitment 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. 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, June, September and if there is any change 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving CommitmentsMaturity Date.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its the Revolving Commitment Percentage, Credit Lenders a commitment fee (the “Commitment Fee”) equal ), from the Effective Date in the case of each Initial Lender, from the Amendment No. 2 Effective Date in the case of each Additional Revolving Credit Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the Applicable Margin case of each other Lender until the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving OutstandingsTermination Date, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding DateJune 30, 2004, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of , equal to the Applicable Margin times the average daily Unused Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) Lender; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Commitment 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. The Lender except to the extent that such Commitment Fee shall be calculated quarterly in arrears, otherwise have been due and if there is payable by the Borrower prior to such time; and 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 hereof, Swing Line 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 for the account of each Lender Lender, in Dollars, in accordance with its Revolving Commitment PercentagePro Rata Share, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations; provided, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date. The commitment fee shall be calculated quarterly in arrears, 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 hereofthe avoidance of doubt, Swing Line Loans shall not be counted toward towards or be considered as usage 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 Revolving Credit Lender in accordance with its Revolving Commitment PercentagePro Rata Share, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of Rate with respect to commitment fees times the actual daily amount by which the Aggregate aggregate Revolving Commitments Credit Commitment exceeds the Total sum of (A) Outstanding Amount of Revolving OutstandingsCredit Loans and (B) the Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the 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, subject to adjustments further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as provided in Section 2.16such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall accrue at all times during from the date hereof until the Maturity Date for the Revolving Commitment PeriodCredit Facility, including at any time during which one or more of the conditions in Section 5 Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of Maturity Date for the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting LenderCredit Facility. The Commitment Fee commitment fee shall be calculated quarterly in arrears, 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 hereof, Swing Line 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 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 Percentagethe case of each other Lender until the Termination Date, a commitment fee (payable in arrears on the “Commitment Fee”) equal to the Applicable Margin date of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not metinitial Borrowing 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 such date to occur after the Funding DateJune 30, 1998, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue , at the rate of 0.50% per annum on any of the Revolving daily aggregate Unused Working Capital Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) Lender; PROVIDED, HOWEVER, that any Commitment Fee commitment fee accrued with respect to any of the Revolving Commitment 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 Parent 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 Parent 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitmentsa Defaulting Lender.

Commitment Fee. The Borrower shall In consideration of the Revolving Commitments hereunder, the Borrowers agree to pay to the Administrative Agent for the account ratable benefit of each Lender the Revolving Lenders in accordance with its such Lender’s Revolving Commitment Percentage, Percentage a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of Percentage per annum on the actual daily unused amount by which of the Aggregate Revolving Commitments exceeds Committed Amount for the Total Revolving Outstandings, subject to adjustments as applicable period; provided in Section 2.16. The Commitment Fee that (i) no commitment fees shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2ii) any Commitment Fee commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting LenderLender For the purposes hereof Swingline Loans shall not be considered usage under the Revolving Commitments. The Commitment Fee shall be calculated payable (i) quarterly in arrearsarrears on the last Business Day of each March, June, September and if there is any change in December, beginning with the Applicable Margin during any quarter, first such date to occur after the actual daily amount shall be computed Closing Date and multiplied by (ii) on the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectTermination Date. For purposes hereofof clarification, Swing Line Swingline Loans shall not be counted toward or be considered as usage outstanding for purposes of determining the unused portion of the Aggregate Revolving CommitmentsCommitment Amount.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Revolving Commitment Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (A) the Outstanding Amount of Revolving OutstandingsLoans and (B) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding CHAR1\▇▇▇▇▇▇▇▇▇ Closing Date, and on the Revolving Commitment Termination Datelast day of the Availability Period; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) subject to Section 2.15, any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereof, Swing Line 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 with a Revolving Commitment in accordance with its Revolving Commitment Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the product of (i) the Applicable Margin of Rate for Commitment Fees times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving Outstandings, subject to adjustments as provided in Section 2.16Loans and (z) the Outstanding Amount of L/C Obligations. The Commitment Fee commitment fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Initial Funding Date, and on the Revolving Commitment Termination Datelast day of the Availability Period; provided that (1) no Commitment Fee commitment fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable 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 hereof, Swing Line 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 the Lenders having a Revolving Credit Commitment Percentage, 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 Applicable Margin case of each other such Lender until, in each case, the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving OutstandingsTermination Date, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment , at the rate per annum equal to the Applicable Percentage Fee shall accrue in effect from time to time on any the average daily unused portion of the average daily Unused Revolving Credit Commitment of a Defaulting Lender so long as each such Lender shall be a Defaulting Lender and (2) Lender; provided, however, that any Commitment Fee commitment fee accrued with respect to any of the Revolving Commitment Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Company prior to such time, plus (ii) 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 of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) in Dollars equal to the product of (i) Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total Revolving Outstandingssum of (y) the Outstanding Amount of the Committed Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company 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 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 hereofof clarification, Swing Line Swingline Loans shall not be counted toward or be considered as usage 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 (i) Revolving Credit Lender in accordance with its Revolving Pro Rata Share, the Commitment Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of Fee on the actual daily amount by which the Aggregate aggregate Revolving Commitments Credit Commitment exceeds the Total Outstanding Amount of Revolving Outstandings, subject Credit Loans; provided that any Commitment Fee accrued with respect to adjustments 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 2.16further that no Commitment Fee shall accrue on any of the Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Fees shall accrue at all times during from the Closing Date until the Maturity Date for the Revolving Commitment PeriodCredit Facility, including at any time during which one or more of the conditions in Section 5 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of Maturity Date for the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting 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 hereof, Swing Line 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 Lender in accordance with its Revolving Commitment Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers 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 hereof, Swing Line 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 Paying 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 Percentagethe case of each other Lender until the Termination Date, a commitment fee (payable quarterly on the “Commitment Fee”) first Business Day of each January, April, July and October, commencing January 1, 1996, and on the Termination Date, at the rate per annum equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject Percentage in effect from time to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the average daily Unused Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and Lender; provided, however, (2i) that any Commitment Fee commitment fee accrued with respect to any of the Revolving Commitment 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. 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 (ii) 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 hereof, Swing Line 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 for the account of each Lender in accordance with its Revolving Commitment Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total sum of (i) the Outstanding Amount of Revolving OutstandingsLoans plus (ii) the Outstanding Amount of Letter of Credit Obligations, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Company 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 hereof, Swing Line 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 the Revolving Commitment Percentage, Credit Lenders a commitment fee (the “Commitment Fee”) equal "COMMITMENT FEE"), from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the Applicable Margin case of each other Lender until, in each case, the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving OutstandingsTermination Date, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears quarterly on the last fifth Business Day after the end of each March, June, September and DecemberFiscal Quarter, commencing with the first such date to occur after the Funding DateFebruary 25, 2001, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue , at the rate of 0.50% per annum on any the sum of the average daily Unused Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) each Revolving Credit Lender; PROVIDED, HOWEVER, that any Commitment Fee accrued with respect to any of the Revolving Commitment 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. The Lender except to the extent that such Commitment Fee shall be calculated quarterly in arrears, otherwise have been due and if there is payable by the Borrower prior to such time; and 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 hereof, Swing Line 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 Agent, for the account of each Lender in accordance with its Revolving Commitment PercentagePro Rata Share, a commitment fee (the “Commitment Fee”) on the Unused Revolving Credit Commitments from the Effective Date at a rate per annum equal to the Applicable Margin rate per annum at which interest then accrues on the outstanding principal amount of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving OutstandingsLoans; provided, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Periodthat, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to any Pro Rata Share of the Revolving Commitment 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. 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, June, September and December, commencing on the first such day to occur after the Effective Date, and if there is any change in on 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving CommitmentsMaturity Date.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Applicable Revolving Commitment Credit Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereofof clarification, Swing Line Loans shall not be counted toward or be considered as usage 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 for the account of each Revolving Lender in accordance with its Revolving Commitment Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of Rate for the Commitment Fee times the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total Revolving Outstandingssum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 5 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee Maturity Date or any earlier date on which the Aggregate Commitments shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lenderterminate. The Commitment Fee shall be calculated quarterly in arrears, 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 hereofof computing the Commitment Fee, Swing Line Loans shall not be counted toward towards 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) in Dollars equal to the Applicable Margin of Rate for Commitment Fees times the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total Revolving Outstandingssum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.19. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 5 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Effective Date, and on the Revolving Commitment Termination Datelast day of the Availability Period; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to any of the Revolving Commitment 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 shall be calculated quarterly in arrears, 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of Rate times the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total Revolving Outstandingssum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 5 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Datelast day of the Availability Period; provided that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereof, Swing Line 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 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 Percentageshall be terminated in whole, a commitment fee (the “"Commitment Fee”") equal to accruing at the Applicable Margin rate of the actual daily amount by which then Applicable Fee Rate on the Available Aggregate Revolving Commitments exceeds the Total Revolving OutstandingsLoan Commitment in effect from time to time; provided, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Periodhowever, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to any of the Revolving Commitment Loan 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. 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, that if any Lender continues to have Outstanding Revolving Credit Exposure after the termination of its Revolving Loan Commitment, then the Commitment Fee shall continue to accrue and if there be due and payable pursuant to the terms hereof until such Outstanding Revolving Credit Exposure 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitmentsreduced to zero.

Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Revolving Commitment PercentagePercentage thereof, a commitment fee (the “Commitment Fee”) fee, in Dollars, equal to the Applicable Margin Percentage of the actual daily amount by which the Aggregate Revolving Commitments Committed Amount exceeds the Total sum of (i) the Outstanding Amount of Revolving OutstandingsLoans plus (ii) the Outstanding Amount of L/C Obligations; provided, subject however, that if at any time the principal balance outstanding with respect to adjustments as provided in Section 2.16the Revolving Loan is equal to or less than a third (1/3rd) of the Aggregate Revolving Committed Amount, the Applicable Percentage otherwise applicable shall be increased (for each day for which the condition persists) by 0.075% for purposes of calculating the commitment fee payable. The Commitment Fee commitment fee for the Revolving Commitments shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 Article 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of . The commitment fee for the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee Commitments shall be calculated quarterly in arrears, 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 hereof, Swing Line Swingline Loans shall not be counted toward or be considered as usage of the Aggregate Revolving CommitmentsCommitted Amount.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Revolving Commitment Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total Revolving Outstandingssum of (y) the Outstanding Amount of Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.14. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 5 Article 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 such date to occur after the Funding Date, and on the Revolving Commitment Termination Third Amendment Effective Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereof, Swing Line 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 Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Effective Date, and on the Revolving Commitment Termination Loan Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereof, Swing Line 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, a commitment fee (the “Commitment Fee”) equal to the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Period, including at any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitments.

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 Agent, for the account of each Lender in accordance with its Lender, as applicable, according to such Lender’s Pro Rata Revolving Commitment PercentageShare (as adjusted from time to time), a commitment fee (the “Commitment Fee”) Fee equal to 0.50% per annum multiplied by the Applicable Margin of the actual daily amount by which the Aggregate Revolving Commitments Loan Commitment (as it may be reduced from time to time pursuant hereto) exceeds the Total average daily Revolving Outstandings; provided, subject that notwithstanding anything to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Periodcontrary contained herein, including at if any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of Lender becomes a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender Lender, during the period prior to the time such Lender became is a Defaulting Lender Lender, the Commitment Fee shall cease to accrue on such Defaulting Lender’s Pro Rata Revolving Share of the unfunded portion of the Revolving Loan Commitment, and unpaid at such time 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, arrears on the first day of each calendar quarter and if there is 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage actual number of days elapsed on the Aggregate Revolving Commitmentsbasis of a year of 365 days.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Revolving Commitment Applicable Percentage, a commitment fee in Dollars (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Date, and on the Revolving Commitment Termination Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereofof clarification, Swing Line Loans shall not be counted toward or be considered as usage 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 with a Revolving Commitment in accordance with its Revolving Commitment Applicable Percentage, a commitment fee (the “Commitment Fee”) in Dollars at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereofof clarification, Swing Line Loans shall not be counted toward or be considered as usage 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 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 Percentagethe case of each other Lender until the Termination Date, payable in Dollars in arrears quarterly on the first Business Day of each January, April, July and October, commencing October 1, 1996, and on the Termination Date, at a commitment fee (the “Commitment Fee”) rate per annum equal to the Applicable Margin 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 actual daily amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandingsdefinition of "Unused Working Capital Commitment"); provided, subject to adjustments as provided in Section 2.16. The Commitment Fee shall accrue at all times during the Revolving Commitment Periodhowever, including at that any time during which one or more of the conditions in Section 5 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Funding Date, and on the Revolving Commitment Termination Date; provided that (1) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Commitment Fee commitment fee accrued with respect to any of the Revolving Commitment Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers 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 ; and provided further that, notwithstanding anything herein to the contrary and pursuant to Section 8.18, each B-2 Borrower and B-3 Borrower shall only be responsible for such B-2 Borrower's or B-3 Borrower's Borrower's Share of such 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving CommitmentsFee.

Commitment Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender with a Revolving Commitment in accordance with its Revolving Commitment Applicable Percentage, a commitment fee (the “Commitment Fee”) at a rate per annum equal to the product of (i) the Applicable Margin of Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds exceed the Total sum of (y) the Outstanding Amount of Revolving OutstandingsLoans and (z) the Outstanding Amount of L/C Obligations, subject to adjustments adjustment as provided in Section 2.162.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Revolving Commitment Availability Period, including at any time during which one or more of the conditions in Section 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 such date to occur after the Funding Closing Date, and on the Revolving Commitment Termination Maturity Date; provided provided, that (1A) no Commitment Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2B) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, 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 hereof, Swing Line Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitments.