Common use of Commitment Fees Clause in Contracts

Commitment Fees. Company agrees to pay to Administrative Agent, for distribution to (i) each Lender having a Revolving Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitments over the aggregate principal amount of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Tranche A Term Loan Commitment Termination Date equal to any undrawn portion of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee Percentage, each such commitment fees to be calculated on the basis of a 365-day or 366-day year, as the case may be, and the actual number of days elapsed and to be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date or the Tranche A Term Loan Commitment Termination Date, as the case may be.

Commitment Fees. Company agrees (a) Bidco will pay or procure the payment by the Borrowers to pay to Administrative Agent, the Facility Agent for distribution to the account of Lenders of a commitment fee on the Revolving Facility and the Bonding Facility which will: (i) each Lender having be computed at the rate which is the lower of (A) 0.75% per annum and (B) 50% of the applicable Margin, on the daily, undrawn, uncancelled amount of the total Revolving Commitments or the total Bonding Commitments (as the case may be) from the Completion Date until the last day of the Availability Period in respect of the Revolving Facility or the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a Revolving Loan Commitment in proportion commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to that Lender's Pro Rata Shareparagraph (B) below, commitment fees for the period commencing on the earlier of (1) the date on which all the conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and including ending on the Closing Date to and excluding Completion Date, at the Revolving Loan Commitment Termination Date equal to the average rate of 50% of the daily excess applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day of the Revolving Loan Commitments over Availability Period for the aggregate principal relevant Term Facility, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage and total Commitments for the relevant Term Facility; and (ii) each Lender having a Tranche A Term Loan Commitment be payable as follows: (A) in proportion to that Lender's Pro Rata Share, the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the period from and including relevant Term Facility; and (C) in any event, on the Closing Date to and excluding the Tranche A Term Loan Commitment Termination Date equal to any undrawn portion cancelled amount of the Tranche A relevant Lender’s Commitment for the relevant Term Loan Commitments that Facility at the time the cancellation is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY effective or if later, the Applicable Commitment Fee Percentage, each such Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 365-360 day or 366-day year, as the case may be, year and the actual number of days elapsed and to elapsed. No commitment fees shall be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on the first such date to occur after event that the Closing Date, and on the Revolving Loan Commitment Termination Completion Date or the Tranche A Term Loan Commitment Termination Date, as the case may bedoes not occur.

Commitment Fees. Company agrees to (a) Borrower shall pay to Administrative Agent, Agent for distribution to (i) the account of each Lender having a Revolving Loan Commitment in proportion to that Lender's Pro Rata Share, Lender revolving loan commitment fees for the period from May 20, 1997 to and including the Closing Revolving Loan Termination Date at a rate per annum equal to 0.375%. Such revolving loan commitment fees shall be computed (on the basis of the actual number of days elapsed in a year composed of 360 days) on each day and excluding shall be based on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Revolving Loan Commitment Termination Date equal to the average of the daily excess of and on the Revolving Loan Commitments over Termination Date. (b) Borrower shall pay to Agent for the aggregate principal amount account of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage and (ii) each Advance Loan Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, advance loan commitment fees for the period from May 20, 1997 to and including the Closing Date to and excluding the Tranche A Term Advance Loan Commitment Termination Date at a rate per annum equal to any undrawn portion of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee Percentage, each such 0.25%. Such advance loan commitment fees to shall be calculated computed (on the basis of a 365-day or 366-day year, as the case may be, and the actual number of days elapsed in a year composed of 360 days) on each day and to shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on the first such date Quarterly Dates prior to occur after the Closing Date, Advance Loan Termination Date and on the Revolving Advance Loan Commitment Termination Date or the Tranche A Term Loan Commitment Termination Date. (c) Concurrently with each Advance Loan made prior to November 20, as 1997, Borrower shall pay to Agent for the case may beaccount of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. Company The Borrower agrees to pay to the Administrative Agent, for distribution to Agent the following commitment commission (each a “Commitment Fee”): (i) each Lender having a Revolving Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average account of the daily excess of the Revolving Loan Commitments over the aggregate principal amount of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, a commitment fees fee for the period from and including the Closing Date to and excluding the Tranche A Term Construction Loan Commitment Termination Date Availability Period, computed at a rate equal to any undrawn portion 0.75% per annum on the daily average amount of the Unutilized Commitment of such Lender in respect of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee Percentage, each Construction Facility during such commitment fees to be calculated on the basis of a 365-day or 366-day year, as the case may be, and the actual number of days elapsed and to be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each yearperiod, commencing on the first date hereof and payable in arrears on (A) each Semi-Annual Date and (B) the last day of the Tranche A Construction Loan Availability Period; (ii) for the account of each Tranche B Lender, a commitment fee for the Tranche B Construction Loan Availability Period, computed at a rate equal to 0.75% per annum on the daily average amount of the Unutilized Commitment of such Lender in respect of the Tranche B Construction Facility during such period, commencing on the date to occur after hereof and payable in arrears on (A) each Semi-Annual Date and (B) the Closing Datelast day of the Tranche B Construction Loan Availability Period; and (iii) for the account of the Revolver Lenders, and on a commitment fee for the Revolving Loan Availability Period equal to the sum of (x) 0.75% per annum on the daily average Unutilized Commitment Termination Date or of such Lender in respect of the Tranche A Revolving Facility plus (y) prior to the Term Loan Commitment Termination Conversion Date, as 0.50% per annum on daily average Unavailable Commitment of such Lender in respect of the case may beRevolving Facility, in each case, commencing on the date hereof and payable in arrears on (A) each Semi-Annual Date and (B) the last day of the Revolver Availability Period.

Commitment Fees. Company The Borrower agrees to pay to the Administrative Agent, Agent for distribution to (i) the account of each Lender having a commitment fee, which shall accrue at the Applicable Percentage (determined quarterly in accordance with Schedule I) on the average daily amount of the unused Revolving Loan Commitment in proportion of such Lender during the Availability Period; provided, that if such Lender continues to that have any Revolving Credit Exposure after the Commitment Termination Date, then the commitment fee shall continue to accrue on the average daily amount of such Lender's Pro Rata Share, commitment fees for the period ’s unused Revolving Commitment from and including after the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average date that all of such Lender’s Revolving Credit Exposure has been paid in full. The Applicable Percentage shall initially be 0.100%, but shall be reset from time to time as provided in the daily excess definition of the Revolving Loan Commitments over the aggregate principal amount of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the “Applicable Commitment Fee Percentage and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, Percentage” herein. Accrued commitment fees for the period from and including the Closing Date to and excluding the Tranche A Term Loan Commitment Termination Date equal to any undrawn portion of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee Percentage, each such commitment fees to be calculated on the basis of a 365-day or 366-day year, as the case may be, and the actual number of days elapsed and to shall be payable quarterly in arrears on March 15, June 15, September 15 and December 15 the last Business Day of each yearfiscal quarter of the Borrower and on the Commitment Termination Date, commencing on the first such date to occur after the Closing Date, and on ; provided that any commitment fees accruing after the Revolving Loan Commitment Termination Date or shall be payable on demand. For purposes of computing commitment fees with respect to the Tranche A Term Loan Revolving Commitments, the Revolving Commitment Termination Date, as of each Lender shall be deemed used to the case may beextent of the outstanding Revolving Loans and LC Exposure of such Lender (but outstanding Swingline Loans shall not be deemed usage of the Revolving Commitment of each Lender).

Commitment Fees. Company The Borrower agrees to pay to the Administrative Agent, for distribution to Agent the following commitment commission (each a “Commitment Fee”): (i) each Lender having a Revolving Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average account of the daily excess of the Revolving Loan Commitments over the aggregate principal amount of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, a commitment fees fee for the period from and including the Closing Date to and excluding the Tranche A Term Construction Loan Commitment Termination Date Availability Period, computed at a rate equal to any undrawn portion 0.75% per annum on the daily average amount of the Unutilized Commitment of such Lender in respect of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee Percentage, each Construction Facility during such commitment fees to be calculated on the basis of a 365-day or 366-day year, as the case may be, and the actual number of days elapsed and to be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each yearperiod, commencing on the first such date hereof and payable in arrears on (A) each Semi-Annual Date and (B) the last day of the Tranche A Construction Loan Availability Period; (ii) for the account of each Tranche B Lender, a commitment fee for the Tranche B Construction Loan Availability Period, computed at a rate equal to occur after 0.75% (iii) for the Closing Dateaccount of the Revolver Lenders, and on a commitment fee for the Revolving Loan Availability Period equal to the sum of (x) 0.75% per annum on the daily average Unutilized Commitment Termination Date or of such Lender in respect of the Tranche A Revolving Facility plus (y) prior to the Term Loan Commitment Termination Conversion Date, as 0.50% per annum on daily average Unavailable Commitment of such Lender in respect of the case may beRevolving Facility, in each case, commencing on the date hereof and payable in arrears on (A) each Semi-Annual Date and (B) the last day of the Revolver Availability Period.

Commitment Fees. Company The Borrower agrees to pay to the Administrative AgentAgent for the account of each Lender a facility fee, for distribution to which shall accrue at the rate of (i) 0.50% if the sum of the aggregate Revolving Credit Exposure of all the Lenders is less than or equal to 25% of the Aggregate Commitments or (ii) 0.375% if the sum of the aggregate Revolving Credit Exposure of all the Lenders is greater than 25% of the Aggregate Commitments, in each case to be calculated per annum on the daily amount of the aggregate Unused Commitment of each Lender having a Revolving Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees (determined for each calendar month as of the end of each such calendar month) during the period from and including the Closing Effective Date to and but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Loan Credit Exposure after its Commitment Termination Date equal terminates, then such facility fee shall continue to the average of accrue on the daily excess of the Revolving Loan Commitments over the aggregate principal amount of outstanding such Lender’s Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period Exposure from and including the Closing Date date on which its Commitment terminates to and but excluding the Tranche A Term Loan Commitment Termination Date equal date on which such Lender ceases to have any undrawn portion Revolving Credit Exposure. Facility fees accrued through and including the last day of each calendar quarter shall be payable in arrears commencing, with respect to such fees accrued through and including September 30, 2018, on the Tranche A Term Loan fifth day following such date and continuing thereafter, on the first Business Day of each January, April, July and October of each year and on the date on which the Commitments terminate; provided that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY any facility fees accruing after the Applicable Commitment Fee Percentage, each such commitment date on which the Commitments terminate shall be payable on demand. All facility fees to shall be calculated computed on the basis of a 365-day or 366-day year, as the case may be, year of 360 days and shall be payable for the actual number of days elapsed and to be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on (including the first such date to occur after day but excluding the Closing Date, and on the Revolving Loan Commitment Termination Date or the Tranche A Term Loan Commitment Termination Date, as the case may belast day).

Commitment Fees. Company agrees The Parent shall pay, or procure that there is paid, to pay the Agent: Back to Administrative AgentContents (a) on the First Drawdown Date, for distribution to on 30 September 1999 and on the last day of the Term Loan Facility Commitment Period in respect of the Term Loan Facilities (iother than the Termed Out Revolving Facility) each Lender having a Revolving Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period account of the Banks (pro rata their relevant Commitments) commitment commission computed from the date of this Agreement until and including the Closing Date last day of the Term Loan Facility Commitment Period at the rate, from the date of this Agreement to and excluding including the Acquisition Completion Date, of 0.25 per cent. per annum and, thereafter until and including the last day of the Term Loan Facility Commitment Period, of 0.50 per cent. per annum, on the daily amount of the Total Commitments in respect of the Term Loan Facilities (other than the Termed Out Revolving Facility); (b) on the Effective Date and for the account of the Banks (pro rata their relevant Commitments) commitment commission computed from the date of the Amendment Agreement until and including the last day of that Term Loan Facility Commitment Period at the rate of 0.75 per cent. per annum on the daily amount of the Total Commitments in respect of the Termed Out Revolving Loan Commitment Facility; and (c) on the Effective Date and on the dates falling on each 31 March, 30 June, 30 September and 31 December after the Effective Date and on the Termination Date equal to the average of the daily excess in respect of the Revolving Loan Credit Facility , for the account of the Banks (pro rata their relevant Commitments), commitment commission computed from the date of the Amendment Agreement at the rate of 0.75 per cent. per annum on the daily amount by which the Total Commitments over in respect of the Revolving Credit Facility exceeds the aggregate principal of the Revolving Credit Advances and the amount of all outstanding Revolving Loans and Letter Letters of Credit Usage (but not Credit. If any Drawings are outstanding Swing Line Loans) MULTIPLIED BY in an Optional Currency, the Applicable Commitment Fee Percentage and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees amount of such Drawings for the period from and including the Closing Date to and excluding the Tranche A Term Loan Commitment Termination Date equal to any undrawn portion purpose of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee Percentage, each such calculating commitment fees commission shall be deemed to be calculated on the basis Sterling Amount of a 365-day or 366-day year, as the case may be, and the actual number of days elapsed and to be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date or the Tranche A Term Loan Commitment Termination Date, as the case may beDrawings.

Commitment Fees. Company (i) Borrower agrees to pay to Administrative Agent, for distribution to (i) each Revolving Lender having a Revolving Loan Commitment in proportion to that Lender's ’s Pro Rata ShareShare of the Revolving Loan Commitments, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitments over the aggregate principal amount Total Utilization of outstanding Revolving Loans and Letter of Credit Usage Loan Commitments (but not any outstanding Swing Line Loans) MULTIPLIED BY multiplied by the Applicable Commitment Fee Percentage Percentage, such commitment fees to be calculated on the basis of a 360-day year and the actual number of days elapsed and to be payable quarterly in arrears on the last Business Day of each March, June, September and December of each year commencing on September 28, 2007, and on the Revolving Loan Commitment Termination Date. (ii) Borrower agrees to pay to Administrative Agent, for distribution to each Lender having a Tranche A Delayed Draw Term Loan A Commitment in proportion to that Lender's ’s Pro Rata ShareShare of the Delayed Draw Term Loan A Commitments, commitment fees for the period from and including the Closing Date to and excluding the Tranche A Delayed Draw Term Loan A Commitment Termination Date equal to any undrawn portion of the Tranche A Delayed Draw Term Loan A Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee Percentagemultiplied by 0.50% per annum, each such commitment fees to be calculated on the basis of a 365360-day or 366-day year, as the case may be, year and the actual number of days elapsed and to be payable quarterly in arrears on March 15the last Business Day of each March, June 15June, September 15 and December 15 of each year, year commencing on the first such date to occur after the Closing DateSeptember 28, 2007, and on the Revolving Loan Commitment Termination Date or the Tranche A Delayed Draw Term Loan A Commitment Termination Date. (iii) Upon delivery of the Margin Determination Certificate by Borrower to Administrative Agent pursuant to subsection 6.1(xix), as the Commitment Fee Percentage shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the next succeeding Margin Reset Date; provided that at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xix), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, the Commitment Fee Percentage shall be 0.500%, and if a Margin Determination Certificate erroneously indicates an applicable margin (x) more favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Borrower shall promptly pay additional commitment fees to correct for such error and (y) less favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Borrower shall be afforded a credit against future payments of commitment fees on Revolving Loans in an amount equal to any excess so paid (but in no event shall such credit be offset against the principal amount of any Revolving Loans or any other Obligations of Borrower or its Restricted Subsidiaries or be required to be paid by the Revolving Lenders in cash) to correct for such error; provided that in the case may beof this clause (y), such credit shall only be available to Borrower for any such excess commitment fees paid during the 90 day period prior to Administrative Agent receiving written notice from Borrower of such an error and such credit shall only be available against the commitment fees payable to Revolving Lenders who received such excess commitment fees (and in any event in an amount no greater than the excess so received by such Revolving Lenders).

Commitment Fees. Company agrees to (a) The Borrower shall pay to Administrative Agent, for distribution to the Tranche A Lenders a commitment fee (ithe "Tranche A Commitment Fee") each Lender having a Revolving Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including commencing on the Closing Filing Date to and excluding the Revolving Loan Commitment Termination Date equal to or the average earlier date of the daily excess of the Revolving Loan Commitments over the aggregate principal amount of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Tranche A Term Loan Commitment Termination Date equal to any undrawn portion termination of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee PercentageCommitment, each such commitment fees to be calculated computed (on the basis of a 365-day or 366-day year, as the case may be, and the actual number of days elapsed and over a year of 360 days) at the rate of one-half of one percent (1/2%) per annum on the average daily Unused Total Tranche A Commitment. Such Tranche A Commitment Fee, to the extent then accrued, shall be payable quarterly (x) monthly, in arrears arrears, on March 15, June 15, September 15 and December 15 the last calendar day of each yearmonth, (y) on the Termination Date and (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the Total Tranche A Commitment. (b) The Borrower shall pay to the Tranche B Lenders a commitment fee (the "Tranche B Commitment Fee") for the period commencing on the first such Filing Date to the earlier of (i) the Termination Date and (ii) the date to occur after on which the Closing DateTranche B Loan is funded, and computed (on the Revolving basis of the actual number of days elapsed over a year of 360 days) at the rate of one-half of one percent (1/2%) per annum on the Total Tranche B Commitment. Such Tranche B Commitment Fee, to the extent then accrued, shall be payable (w) monthly, in arrears, on the last calendar day of each month, (x) on the date on which the Tranche B Loan Commitment is funded, (y) on the Termination Date and (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the Total Tranche A Term Loan Commitment Termination Date, as the case may beB Commitment.

Commitment Fees. Company The Borrower agrees to pay to Administrative Agent, for distribution to (i) each Lender having a Revolving Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees the Administrative Agent for the period from and including the Closing Date to and excluding the Revolving Loan account of each Facility A Lender a Commitment Termination Date Fee, at a rate per annum equal to the average of the daily excess of the Revolving Loan Commitments over the aggregate principal amount of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage Rate for Facility A, on the daily average of such Facility A Lender’s Unused Commitment for Facility A from the date hereof to and including the Facility A Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility A Table of Contents Termination Date and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees the Administrative Agent for the period from and including the Closing Date to and excluding the Tranche A Term Loan account of each Facility B Revolver Lender a Commitment Termination Date Fee, at a rate per annum equal to any undrawn portion of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee PercentageRate for Facility B, each such commitment fees to be calculated on the basis daily average of a 365-day or 366-day yearsuch Facility B Revolver Lender’s Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, as the case may be, and the actual number of days elapsed and to be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on the first such date to occur after the Closing Date, Quarterly Payment Date and on the Revolving Loan Commitment Termination Date or the Tranche A Term Loan Commitment Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, as and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the case may beeffective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.

Commitment Fees. Company agrees to The Borrower shall pay to Administrative Agent, for distribution to to: (ia) each Lender having the Tranche A Lenders a Revolving Loan commitment fee (the “Tranche A Commitment in proportion to that Lender's Pro Rata Share, commitment fees Fee”) for the period from and including commencing on the Closing Effective Date to and excluding the Revolving Loan Commitment Termination Date equal to or the average earlier date of the daily excess of the Revolving Loan Commitments over the aggregate principal amount of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Tranche A Term Loan Commitment Termination Date equal to any undrawn portion termination of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee PercentageCommitment, each such commitment fees to be calculated computed (on the basis of a 365-day or 366-day year, as the case may be, and the actual number of days elapsed and over a year of 360 days) at the rate of one percent (1.0%) per annum on the average daily Unused Total Tranche A Commitment. The Tranche A Commitment Fee, to the extent then accrued, shall be payable quarterly (x) monthly, in arrears arrears, on March 15, June 15, September 15 and December 15 the last calendar day of each yearmonth, (y) on the Termination Date and (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the Total Tranche A Commitment; and (b) subject to entry by the Bankruptcy Court of the Supplemental Approval Order, the Tranche C Lenders holding Subsequent Tranche C Commitments a commitment fee (the “Tranche C Commitment Fee”) for the period commencing on the first such date Effective Date to occur after the Closing Date, and on the Revolving Loan Subsequent Tranche C Commitment Termination Date or the earlier date of termination of the Subsequent Tranche A Term C Commitment, computed (on the basis of the actual number of days elapsed over a year of 360 days) at the rate of two and five-eighths percent (2.625%) per annum on the Subsequent Tranche C Commitment. The Tranche C Commitment Fee, to the extent then accrued and approved by the Bankruptcy Court as set forth in the Supplemental Approval Order, shall be payable (x) on the funding date of the Subsequent Tranche C Loan Commitment Termination Dateand (y) as provided in Section 2.12 hereof, as upon any reduction or termination in whole or in part of the case may beTotal Subsequent Tranche C Commitment.

Commitment Fees. Company agrees to (a) The Owner shall pay to Administrative Agentthe Lender a commitment fee (the “Tranche A Commitment Fee”) on the daily average amount of the unutilized Tranche A Commitment, for distribution to (i) each Lender having a Revolving Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Effective Date to and but excluding the Revolving Loan Commitment Termination Date Date, at a rate per annum equal to the Tranche A Commitment Fee Rate (calculated on the basis of a year of 360 days and actual number of days elapsed, including the first day but excluding the last day). Accrued Tranche A Commitment Fees shall be payable (a) quarterly on each Payment Date and (b) on the Commitment Termination Date. (b) The Owner shall pay to the Lender a commitment fee (the “Tranche B Commitment Fee”) on the daily average amount of the daily excess of the Revolving Loan Commitments over the aggregate principal amount of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage and (ii) each Lender having a unutilized Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata ShareB Commitment, commitment fees for the period from and including the Closing Effective Date to and but excluding the Tranche A Term Loan Commitment Termination Date Date, at a rate per annum equal to any undrawn portion of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable B Commitment Fee Percentage, each such commitment fees to be Rate (calculated on the basis of a 365-day or 366-day year, as the case may be, year of 360 days and the actual number of days elapsed and to elapsed, including the first day but excluding the last day). Accrued Tranche B Commitment Fees shall be payable (a) quarterly in arrears on March 15, June 15, September 15 each Payment Date and December 15 of each year, commencing (b) on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date or Date. (c) On the Tranche A Term Loan Commitment Termination Date, as the case may beOwner shall pay to the Lender an additional commitment fee in an amount equal to 1.00% of the unutilized Commitment of the Lender.

Commitment Fees. Company agrees to (i) On each Quarterly Date during the Tranche A Construction Loan Availability Period (where all or any portion of such calendar quarter occurs on or after the Closing Date) and on the Tranche A Construction Loan Maturity Date, Borrower shall pay to Administrative Agent, for distribution to (i) each Lender having a Revolving Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitments over the aggregate principal amount of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Tranche A Term Loan Commitment Termination Date equal to any undrawn portion benefit of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY Lenders, accruing from the Applicable Commitment Fee Percentage, each Closing Date or the first day of such commitment fees to be calculated on the basis of a 365-day or 366-day yearquarter, as the case may be, and Tranche A Construction Loan commitment fees for such quarter (or portion thereof) then ending equal to the actual product of (x) 0.75% times (y) the daily average Available Tranche A Construction Loan Commitment for such quarter (or portion thereof) times (z) a fraction, the numerator of which is the number of days elapsed in such quarter (or portion thereof) and to be payable quarterly in arrears the denominator of which is 360. (ii) On each Quarterly Date during the Tranche B Construction Loan Availability Period (where all or any portion of such calendar quarter occurs on March 15, June 15, September 15 and December 15 of each year, commencing on the first such date to occur or after the Closing Date, ) and on the Revolving Tranche B Construction Loan Commitment Termination Maturity Date, Borrower shall pay to Administrative Agent, for the benefit of the Tranche B Lenders, accruing from the Closing Date or the Tranche A Term Loan Commitment Termination Datefirst day of such quarter, as the case may be, Tranche B Construction Loan commitment fees for such quarter (or portion thereof) then ending equal to the product of (x) 0.75% times (y) the daily average Available Tranche B Construction Loan Commitment for such quarter (or portion thereof) times (z) a fraction, the numerator of which is the number of days in such quarter (or portion thereof) and the denominator of which is 360. (iii) (x) Prior to December 31, 2011, on each Quarterly Date during the Tranche C Loan Availability Period (where all or any portion of such calendar quarter occurs on or after the Closing Date), Borrower shall pay to Administrative Agent, for the benefit of the Tranche C Lenders, accruing from the Closing Date or the first day of such quarter, as the case may be, commitment fees for such quarter (or portion thereof) then ending equal the product of (A) 0.75% times (B) the daily average Available Tranche C Loan Commitment for such quarter (or portion thereof) times (C) a fraction, the numerator of which is the number of days in such quarter (or portion thereof) and the denominator of which is 360 and (y) after December 31, 2011, on each Quarterly Date during the Tranche C Loan Availability Period occurring after December 31, 2011, Borrower shall pay to Administrative Agent, for the benefit of the Tranche C Lenders, accruing from the first day of such quarter, commitment fees for such quarter (or portion thereof) then ending equal the product of (A) 1.00% times (B) the daily average Available Tranche C Loan Commitment for such quarter (or portion thereof) times (C) a fraction, the numerator of which is the number of days in such quarter (or portion thereof) and the denominator of which is 360. (iv) On each Quarterly Date from the Closing Date to the LC Facility Maturity Date (where all or any portion of such calendar quarter occurs on or after the Closing Date) and on the LC Facility Maturity Date, Borrower shall pay to Administrative Agent, for the benefit of the LC Lenders, accruing from the Closing Date or the first day of such quarter, as the case may be, Letter of Credit commitment fees for such quarter (or portion thereof) then ending equal to the product of (x) 0.75% times (y) the daily average Available LC Commitment with respect to Letters of Credit for such quarter (or portion thereof) times (z) a fraction, the numerator of which is the number of days in such quarter (or portion thereof) and the denominator of which is 360.

Commitment Fees. Company agrees to pay to Administrative Agent, for distribution to (i) The Borrower shall pay to the Administrative Agent for the ratable account of each Lender having Bank with a Revolving Loan Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Maturity Date and the date on which the Aggregate Revolving Commitment shall have been terminated in proportion to that Lender's Pro Rata Sharefull, an aggregate commitment fees for fee (the period from and including "Revolving Commitment Fee") on the Closing Date to and excluding daily average ------------------------ amount of the Aggregate Available Revolving Loan Commitment Termination Date equal to 0.500% per annum for any period that the average Consolidated Total Leverage Ratio as of the daily excess most recent Leverage Ratio Determination Date for such period is greater than or equal to 5.50 to 1.00 and 0.375% per annum for any period that the Consolidated Total Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is less than 5.50 to 1.00. The Revolving Loan Commitments over the aggregate principal amount of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage shall begin to accrue on and after the Effective Date and shall cease to accrue on the earlier of the Maturity Date and the date on which the Aggregate Revolving Commitments shall have been terminated in full. (ii) each Lender having a Tranche A Term Loan Commitment in proportion The Borrower shall pay to that Lender's Pro Rata Share, commitment fees the Administrative Agent for the period from and including the Closing Date to and excluding the Tranche ratable account of each Bank with an Additional Term A Term Loan Commitment Termination Date equal to any undrawn portion of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee PercentageCommitment, each such commitment fees to be calculated on the basis last Business Day of a 365-day or 366-day yeareach March, as the case may be, and the actual number of days elapsed and to be payable quarterly in arrears on March 15, June 15June, September 15 and December 15 of each year, commencing on the first such date to occur after the Closing Date, and on the earlier of the Maturity Date and the date on which the Additional Term A Commitments shall have been terminated in full, an aggregate commitment fee (the "Term A Commitment Fee") on the --------------------- daily average amount of the aggregate Additional Term A Loan Commitments equal to 0.500% per annum. The Term A Commitment Fee shall begin to accrue on and after the Effective Date and shall cease to accrue on the earlier of the Maturity Date and the date on which the Additional Term A Loan Commitments shall have been terminated in full. (iii) The Borrower shall pay to the Administrative Agent for the account of each Bank with an Incremental Revolving Loan Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Maturity Date and the date on which each Incremental Revolving Commitment Termination of a Bank shall have been terminated in full, the Incremental Commitment Fee for each Incremental Revolving Commitment of such Bank on the daily average amount of each of such Bank's aggregate unutilized Incremental Revolving Commitments. Each Incremental Commitment Fee shall begin to accrue on and after the date when the related Incremental Revolving Commitment shall have become effective hereunder and shall cease to accrue on the earlier of the Maturity Date or and the Tranche A Term Loan date on which such Incremental Revolving Commitment Termination Date, as the case may beshall have been terminated in full.

Commitment Fees. The Company agrees to pay to Administrative the Agent, for distribution to (i) the account of each Lender having a Revolving Loan Commitment in proportion to that Lender's Pro Rata ShareBank, commitment fees with respect to the Revolving Credit Commitment of such Bank for the period from and including the Closing Date to and excluding including the Revolving Loan Credit Termination Date, calculated at the following rates per annum on the average daily Available Revolving Credit Commitment Termination Date of such Bank for each day during the period for which the commitment fee with respect to the Revolving Credit Commitments is being paid: (i) if the Applicable Margin Certificate required pursuant to subsection 6.1(c) for any fiscal quarter of the Company ending after September 30, 1998 shows that the Total Indebtedness/EBITDA Ratio on the last day of such fiscal quarter was less than or equal to 1.5 to 1, then the average of the daily excess of commitment fee for the Revolving Loan Commitments over Credit Commitment, during the aggregate principal amount of outstanding Revolving Loans period beginning on (and Letter of Credit Usage including) the date on which such Applicable Margin Certificate was delivered by the Company to the Banks and ending on (but not any outstanding Swing Line Loansand excluding) MULTIPLIED BY the date on which the next Applicable Commitment Fee Percentage and Margin Certificate is delivered by the Company to the Banks pursuant to subsection 6.1(c), shall be .25%; and (ii) each Lender having a Tranche A Term Loan if the Applicable Margin Certificate required pursuant to subsection 6.1(c) for any fiscal quarter of the Company ending after September 30, 1998 shows that the Total Indebtedness/EBITDA Ratio on the last day of such fiscal quarter was greater (iii) if the Applicable Margin Certificate required pursuant to subsection 6.1(c) for any fiscal quarter of the Company ending after September 30, 1998 shows that the Total Indebtedness/EBITDA Ratio on the last day of such fiscal quarter was greater than 2.5 to 1, then the commitment fee for the Revolving Credit Commitment, during the period beginning on (and including) the date on which such Applicable Margin Certificate was delivered by the Company to the Banks and ending on (and excluding) the date on which the next Applicable Margin Certificate is delivered by the Company to the Banks pursuant to subsection 6.1(c), shall be .375%; provided if the Company shall fail to deliver the Applicable Margin Certificate by the end of the fiscal quarter in which it is required, the commitment fee for the Revolving Credit Commitment for the next fiscal quarter shall be as provided in proportion to clause (iii) above; provided, further, that Lender's Pro Rata Share, the commitment fees fee for the Revolving Credit Commitment for the period from and including the Closing Date until (and excluding) the date on which the Company delivers to and excluding the Tranche A Term Loan Commitment Termination Date equal to any undrawn portion Banks the Applicable Margin Certificate for the fiscal quarter of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee PercentageCompany ended March 31, each such 1999 shall be .30%. The commitment fees with respect to be calculated on the basis of a 365-day or 366-day year, as the case may be, and the actual number of days elapsed and to Revolving Credit Commitments shall be payable quarterly in arrears on March 15the last Business Day of each March, June 15June, September 15 and December 15 of each yearDecember, commencing on the first such date to occur after the Closing DateSeptember 30, 1998, and on the Revolving Loan Commitment Credit Termination Date or the Tranche A Term Loan Commitment Termination Date, such earlier date as the case may beRevolving Credit Commitments shall terminate as provided herein.

Commitment Fees. Company agrees OTHER FEES. (a) The Borrowers agree, jointly and severally, to pay to the Administrative AgentAgent for the account of each Lender, for distribution to (i) each Lender having a Revolving Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees fee for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess first day of the Revolving Loan Commitments over Credit Commitment Period to the aggregate principal Revolving Credit Commitment Termination Date, computed at the rate per annum set forth under the heading "Commitment Fees" on Schedule II opposite the percentage which is the average daily amount of outstanding the Aggregate Outstanding Revolving Loans Credit of all Lenders during the period for which payment is made constitutes of the average daily amount of the Available Revolving Credit Commitment of such Lender during such payment period, payable quarterly in arrears on the last day of each fiscal quarter of CNG and Letter on the Revolving Credit Commitment Termination Date, commencing on the first of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY such days to occur after the Applicable Commitment Fee Percentage and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata ShareClosing Date. Notwithstanding the foregoing, the commitment fees fee for the period from and including the Closing first day of the Eighth Amendment Effective Date until the date on which the Leverage Theshold has been satisfied shall be 0.75% per annum of the average daily amount of the Available Revolving Credit Commitment of such Lender (without any reduction thereof pursuant to the definition of "Available Revolving Credit Commitment") during such period, payable as set forth above. (b) The Borrowers agree, jointly and severally, to pay to the Administrative Agent for the account of each Lender, a utilization fee for the period from and including the Eighth Amendment Effective Date to and excluding the Tranche A Term Loan Commitment Termination Date equal to any undrawn portion date on which the Leverage Threshold has been satisfied, (i) if the average daily amount of the Tranche A Term Loan aggregate principal amount of all Revolving Credit Loans outstanding during such period is greater than 66-2/3% of the average aggregate Revolving Credit Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee Percentageduring such period, each such commitment fees to be calculated computed at 0.50% per annum on the basis average daily principal amount of a 365-day or 366-day year, as such Lender's outstanding Revolving Credit Loans during such period and (ii) if the case may be, and average daily amount of the actual number aggregate principal amount of days elapsed and to be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on the first all Revolving Credit Loans outstanding during such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date or the Tranche A Term Loan Commitment Termination Date, as the case may be.period

Commitment Fees. Company agrees to The Borrower shall pay to Administrative Agent, for distribution to : (ia) each Lender having the Tranche A Lenders a Revolving Loan commitment fee (the Tranche A Commitment in proportion to that Lender's Pro Rata Share, commitment fees Fee ) for the period from and including commencing on the Closing Effective Date to and excluding the Revolving Loan Commitment Termination Date equal to or the average earlier date of the daily excess of the Revolving Loan Commitments over the aggregate principal amount of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Tranche A Term Loan Commitment Termination Date equal to any undrawn portion termination of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee PercentageCommitment, each such commitment fees to be calculated computed (on the basis of a 365-day or 366-day year, as the case may be, and the actual number of days elapsed and over a year of 360 days) at the rate of one percent (1.0%) per annum on the average daily Unused Total Tranche A Commitment. SuchThe Tranche A Commitment Fee, to the extent then accrued, shall be payable quarterly (x) monthly, in arrears arrears, on March 15, June 15, September 15 and December 15 the last calendar day of each yearmonth, (y) on the Termination Date and (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the Total Tranche A Commitment; and (b) subject to entry by the Bankruptcy Court of the Supplemental Approval Order, the Tranche C Lenders holding Subsequent Tranche C Commitments a commitment fee (the Tranche C Commitment Fee ) for the period commencing on the first such date Effective Date to occur after the Closing Date, and on the Revolving Loan Subsequent Tranche C Commitment Termination Date or the earlier date of termination of the Subsequent Tranche A Term C Commitment, computed (on the basis of the actual number of days elapsed over a year of 360 days) at the rate of two and five-eighths percent (2.625%) per annum on the Subsequent Tranche C Commitment. The Tranche C Commitment Fee, to the extent then accrued and approved by the Bankruptcy Court as set forth in the Supplemental Approval Order, shall be payable (x) on the funding date of the Subsequent Tranche C Loan Commitment Termination Dateand (y) as provided in Section 2.12 hereof, as upon any reduction or termination in whole or in part of the case may beTotal Subsequent Tranche C Commitment.

Commitment Fees. The Company agrees to pay to Administrative Agent, for distribution to (i) each Lender having a Revolving Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees the Administrative Agent for the period from and including the Closing Date to and excluding the Revolving Loan account of each Facility A Lender a Commitment Termination Date Fee, at a rate per annum equal to the average of the daily excess of the Revolving Loan Commitments over the aggregate principal amount of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage Rate for Facility A, on the daily average of such Facility A Lender's Unused Commitment for Facility A from the date hereof to and including the Facility A Termination Date, payable in arrears on each Quarterly Payment Date and on the Facility A Termination Date and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees the Administrative Agent for the period from and including the Closing Date to and excluding the Tranche A Term Loan account of each Facility B Revolver Lender a Commitment Termination Date Fee, at a rate per annum equal to any undrawn portion of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee PercentageRate for Facility B, each such commitment fees to be calculated on the basis daily average of a 365-day or 366-day yearsuch Facility B Revolver Lender's Unused Commitment for Facility B from the date hereof to and including the Facility B Termination Date, as the case may be, and the actual number of days elapsed and to be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on the first such date to occur after the Closing Date, Quarterly Payment Date and on the Revolving Loan Commitment Termination Date or the Tranche A Term Loan Commitment Facility B Termination Date. All accrued Commitment Fees with respect to Facility A under this Section 2.07 shall be payable on the effective date of any termination of the obligations of the Facility A Lenders to make Facility A Loans hereunder, as and all accrued Commitment Fees with respect to Facility B under this Section 2.07 shall be payable to each Facility B Revolver Lender on the case may beeffective date of any termination of its obligations to make Facility B Revolver Loans hereunder. The fees payable under this Section 2.07, once paid, shall not be refundable for any reason.

Commitment Fees. Company agrees to pay to Administrative Agent, for distribution to (i) each Lender having a Revolving Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitments over the aggregate principal amount Total Utilization of outstanding Revolving Loans and Letter of Credit Usage Loan Commitments (but not any outstanding Swing Line Loans) MULTIPLIED BY multiplied by the Applicable Commitment Fee Percentage and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Tranche A Term Loan Commitment Termination Date equal to any undrawn portion of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee Percentage, each ---------- -- such commitment fees to be calculated on the basis of a 365360-day or 366-day year, as the case may be, year and the actual number of days elapsed and to be payable quarterly in arrears on March 15the last Business Day of each March, June 15June, September 15 and December 15 of each year, year commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date or Date. Upon delivery of the Tranche A Term Loan Margin Determination Certificate by Company to Administrative Agent pursuant to subsection 6.1(xix), the Commitment Termination DateFee Percentage shall automatically be adjusted in accordance with such Margin Determination Certificate, as such adjustment to become effective on the case may benext succeeding Business Day following the receipt by Administrative Agent of such Margin Determination Certificate; provided that (1) at any time a Margin -------- Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xix), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, the Commitment Fee Percentage shall be 0.500%, and (2) if a Margin Determination Certificate erroneously indicates an applicable margin (x) more favorable to Company than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Company shall promptly pay additional commitment fees to correct for such error, and (y) less favorable to Company than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Lenders shall promptly reimburse Company an amount equal to such excess commitment fees to correct for such error.

Commitment Fees. Company agrees In consideration of each Lender’s commitment to make Loans, during the period from the Closing Date through the Tranche A Commitment Termination Date, Borrower will pay to Administrative Agent, Agent for distribution to (i) the account of each Lender having a Revolving Loan commitment fee with respect to such Lender’s Tranche A Commitment in proportion determined on a daily basis by applying the applicable Commitment Fee Rate to that such Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date equal to the average ’s Percentage Share of the daily excess of the Revolving Loan Commitments over the aggregate principal amount of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Tranche A Term Loan Commitment Termination Date equal to any undrawn unused portion of the Tranche A Term Loan Commitments that is available Facility Amount on each day, determined for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee Percentage, each such commitment fees to be calculated on day by deducting from the basis amount of a 365-the Borrowing Base at the end of such day or 366-day year, as the case may be, and sum of (i) the actual number aggregate unpaid principal balance of days elapsed and to be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on the first such date to occur after the Closing Date, and on the Revolving Loan Commitment Termination Date or the Tranche A Term Loan Loans at the end of such day plus (ii) the amount of all LC Obligations at the end of such day. In addition, during the period from the Closing Date through the Tranche B Commitment Termination Date, as Borrower will pay to Administrative Agent for the case may beaccount of each Lender a commitment fee with respect to such Lender’s Tranche B Commitment determined on a daily basis by applying the applicable Commitment Fee Rate to such Lender’s Percentage Share of the unused portion of the Tranche B Facility Amount on each day, determined for each such day by deducting from the amount of the Tranche B Facility Amount at the end of such day the aggregate unpaid principal balance of the Tranche B Loans at the end of such day. These commitment fees shall be due and payable in arrears, with the first payment due on December 31, 2003, and thereafter on the last day of each Fiscal Quarter, with respect to the commitment fees payable in respect of the Tranche A Commitments, on the Tranche A Commitment Termination Date, and with respect to the commitment fees payable in respect of the Tranche B Commitments, on the Tranche B Commitment Termination Date.

Commitment Fees. Company (i) Borrower agrees to pay to Administrative Agent, for distribution to (i) each Revolving Lender having a Revolving Loan Commitment in proportion to that Lender's ’s Pro Rata ShareShare of the Revolving Loan Commitments, commitment fees for the period from and including the Closing Effective Date to and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitments over the aggregate principal amount Total Utilization of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY Loan Commitments multiplied by the Applicable Commitment Fee Percentage Percentage, such commitment fees to be calculated on the basis of a 360-day year and the actual number of days elapsed and to be payable quarterly in arrears on the last Business Day of each March, June, September and December of each year commencing on the first such date to occur after the Effective Date, and on the Revolving Loan Commitment Termination Date. (ii) Borrower agrees to pay to Administrative Agent, for distribution to each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's ’s Pro Rata ShareShare of the Term Loan Commitments, commitment fees for the period from and including the Closing Effective Date to and excluding the Tranche A Delayed Draw Term Loan Commitment Termination Date equal to any undrawn portion of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Delayed Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee Percentagemultiplied by 0.50%, each such commitment fees to be calculated on the basis of a 365360-day or 366-day year, as the case may be, year and the actual number of days elapsed and to be payable quarterly in arrears on March 1531, 2005 and June 1530, September 15 and December 15 of each year, commencing on the first such date to occur after the Closing Date, 2005 and on the Revolving Loan Commitment Termination Date or the Tranche A Delayed Draw Term Loan Commitment Termination Date. (iii) Upon delivery of the Margin Determination Certificate by Borrower to Administrative Agent pursuant to subsection 6.1(xix), as the case may beCommitment Fee Percentage shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the next succeeding Margin Reset Date; provided that (1) at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xix), from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, the Commitment Fee Percentage shall be 0.500%, and (2) if a Margin Determination Certificate erroneously indicates an applicable margin (x) more favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Borrower shall promptly pay additional commitment fees to correct for such error, and (y) less favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Lenders shall promptly reimburse Borrower an amount equal to such excess commitment fees to correct for such error.

Commitment Fees. (a) The Company agrees to pay to Administrative Agent, for distribution to (i) each Lender having a the Revolving Loan Commitment in proportion to that Administrative Agent for the account of each Revolving Loan Lender's Pro Rata Share, commitment fees for the period from and (including any portion thereof when any of its Commitments are suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Closing Date to and excluding continuing through the Revolving Loan Commitment Termination Date Date, a commitment fee in an amount equal to the average Applicable Commitment Fee Margin, in each case on such Lender’s Revolving Loan Percentage of the sum of the average daily excess unused portion of the Revolving Loan Commitments over the aggregate principal amount Commitment Amount (net of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Outstandings). The making of Swing Line LoansLoans shall not constitute usage of the Revolving Loan Commitment with respect to the calculation of commitment fees to be paid by the Borrowers to the Lenders. (b) MULTIPLIED BY The Company agrees to pay to the Term Loan Administrative Agent for the account of each Term Loan Lender, for the period (including any portion thereof when any of its Commitments are suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Closing Date and continuing through the Term Loan Commitment Termination Date, a commitment fee in an amount equal to the Applicable Commitment Fee Margin, in each case on such Lender’s Term Loan Percentage and (ii) each Lender having a Tranche A of the sum of the average daily unused portion of the Term Loan Commitment in proportion to that Lender's Pro Rata Share, Amount. All commitment fees for payable pursuant to this Section shall be calculated on a year comprised of 360 days and payable by the period from and including Company in arrears on the Closing Date to and excluding the Tranche A Term Loan Commitment Termination Date equal to any undrawn portion of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee Percentage, thereafter on each such commitment fees to be calculated on the basis of a 365-day or 366-day year, as the case may be, and the actual number of days elapsed and to be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each yearQuarterly Payment Date, commencing on with the first such date to occur after Quarterly Payment Date following the Closing Date, and on the Revolving Loan Commitment Termination Date or the Tranche A Term Loan applicable Commitment Termination Date, as the case may be.

Commitment Fees. Company agrees to The Borrower shall pay to Administrative Agent, for distribution to to: (ia) each Lender having the Tranche A Lenders a Revolving Loan commitment fee (the Tranche A Commitment in proportion to that Lender's Pro Rata Share, commitment fees Fee ) for the period from and including commencing on the Closing Effective Date to and excluding the Revolving Loan Commitment Termination Date equal to or the average earlier date of the daily excess of the Revolving Loan Commitments over the aggregate principal amount of outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Tranche A Term Loan Commitment Termination Date equal to any undrawn portion termination of the Tranche A Term Loan Commitments that is available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee PercentageCommitment, each such commitment fees to be calculated computed (on the basis of a 365-day or 366-day year, as the case may be, and the actual number of days elapsed and over a year of 360 days) at the rate of one percent (1.0%) per annum on the average daily Unused Total Tranche A Commitment. The Tranche A Commitment Fee, to the extent then accrued, shall be payable quarterly (x) monthly, in arrears arrears, on March 15, June 15, September 15 and December 15 the last calendar day of each yearmonth, (y) on the Termination Date and (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the Total Tranche A Commitment; and (b) subject to entry by the Bankruptcy Court of the Supplemental Approval Order, the Tranche C Lenders holding Subsequent Tranche C Commitments a commitment fee (the Tranche C Commitment Fee ) for the period commencing on the first such date Effective Date to occur after the Closing Date, and on the Revolving Loan Subsequent Tranche C Commitment Termination Date or the earlier date of termination of the Subsequent Tranche A Term C Commitment, computed (on the basis of the actual number of days elapsed over a year of 360 days) at the rate of two and five-eighths percent (2.625%) per annum on the Subsequent Tranche C Commitment. The Tranche C Commitment Fee, to the extent then accrued and approved by the Bankruptcy Court as set forth in the Supplemental Approval Order, shall be payable (x) on the funding date of the Subsequent Tranche C Loan Commitment Termination Dateand (y) as provided in Section 2.12 hereof, as upon any reduction or termination in whole or in part of the case may beTotal Subsequent Tranche C Commitment.