Common use of Commitment Fees Clause in Contracts

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender a commitment fee (the "Commitment Fee") on the average daily unused portion of such Lender's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewith. For purposes of calculating utilization under this subsection, the Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee shall accrue from the Execution Date to the Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter commencing on September 30, 2005 through the Termination Date, with the final payment to be made on the Termination Date; provided that, in connection with any reduction or termination of Commitments under Section 2.05, the accrued Commitment Fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Lender a commitment fee (the "Commitment Fee") on the average daily unused portion of such Revolving Lender's Loan Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithCommitment Fee Percentage. For purposes of calculating utilization under this subsection, the Revolving Loan Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstandingoutstanding (excluding any outstanding Swing Line Loans), plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee commitment fee shall accrue from the Execution Date date hereof to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on September 30March 31, 2005 1998 through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or termination of Revolving Loan Commitments under Section 2.052.05 or Section 2.07, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Lender a commitment fee (the "“Commitment Fee"”) on the average daily unused portion of such Lender's ’s Revolving Loan Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to at the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithper annum. For purposes of calculating utilization under this subsectionSection, the Commitments Revolving Loan Commitment shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstandingoutstanding but excluding for the purposes of calculating utilization under this Section the Effective Amount of Swing Line Loans. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter commencing on March, June, September 30, 2005 and December through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or termination of Commitments Revolving Loan Commitment under Section 2.05, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection Section shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender a commitment fee (the "Commitment Fee") on the average daily unused portion of such Lender's Revolving Loan Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to at the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithper annum. For purposes of calculating utilization under this subsectionSection, the Commitments Revolving Loan Commitment shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter commencing on March, June, September 30, 2005 and December through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided PROVIDED that, in connection with any reduction or termination of Commitments Revolving Loan Commitment under Section SECTION 2.05, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection Section shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The In addition to certain fees described in Section 3.8, the Company shall pay to the Administrative Agent for the account of each Lender Bank a commitment fee (the "Commitment Fee") on the average daily unused portion of such LenderBank's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent 0.25% per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithannum. For purposes of calculating utilization under this subsection, the Commitments Total Commitment shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter calendar quarter, commencing on September 30the first such quarterly date to occur after the Closing Date, 2005 through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or termination of Commitments Total Commitment under Section 2.052.5 or Section 2.7, the accrued Commitment Fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee Fees provided in this subsection shall accrue at all times after during the above-mentioned commencement dateperiod, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender Bank a commitment fee (the "Commitment Fee") on the average daily unused portion of such LenderBank's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agentfiscal quarter, equal to the percent per annum set forth in product of (i) the definition Applicable Commitment Fee Rate and (ii) the average daily unused portion of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithsuch Bank's Commitment during such fiscal quarter. For purposes of calculating utilization under this subsection, the Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee commitment fee shall accrue from the Execution Effective Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day day of each quarter March, June, September and December, commencing on September 30December 31, 2005 2000 through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or termination of Commitments under Section 2.052.04 or Section 2.06, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Lender a commitment fee (the "a “Commitment Fee"”) on the average daily unused portion of such Revolving Lender's ’s Revolving Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithRate. For purposes of calculating utilization under this subsection, the Revolving Commitments shall be deemed used to the extent of the Effective Amount principal amount of Revolving Loans then outstandingoutstanding (excluding any outstanding Swing Line Loans), plus the Effective Amount amount of all L/C Obligations then outstanding. Such Commitment Fee Fees shall accrue from the Execution Effective Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on September 30, 2005 2013 through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or termination of Revolving Commitments under Section 2.052.07, the accrued Commitment Fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee Fees provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the --------------- account of each Lender with a Revolving Loan Commitment or L/C Commitment a commitment fee (the "Commitment Fee") on the average daily unused portion of such -------------- Revolving Lender's CommitmentRevolving Loan Commitment or L/C Lender's L/C Commitment (as the case may be), computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent Applicable Margin per annum set forth in the definition of Applicable Margin corresponding applicable to the applicable pricing level determined in accordance therewithCommitment Fee. For purposes of calculating utilization under this subsectionSection, the Revolving Loan Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus outstanding and the L/C Commitments shall be deemed used to the extent of the Effective Amount of all L/C Obligations then outstanding. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter commencing on March, June, September 30, 2005 and December through the Termination Date, with the final payment to be made on the Termination Date; provided that, in connection with any reduction or termination of Commitments under Section 2.05, the accrued Commitment Fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection Section shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.. ---------

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender Bank a commitment fee (the "Commitment Fee") on the average daily unused portion of such LenderBank's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent per annum set forth in the definition of Applicable Margin corresponding for Commitment Fee from time to the applicable pricing level determined time in accordance therewitheffect. For purposes of calculating utilization under this subsection, the Commitments Combined Commitment shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter calendar quarter, commencing on September 30the first such quarterly date to occur after the Closing Date, 2005 through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or termination of Commitments Combined Commitment under Section 2.052.5 or Section 2.7, the accrued Commitment Fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee Fees provided in this subsection shall accrue at all times after during the above-mentioned commencement dateperiod, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee (the "Commitment Fee") Revolving Credit Non-Use Fee and a DDTL Non-Use Fee on the average daily unused portion amount of the Revolving Credit Commitment and the Delayed Draw Term B Loan Commitment of such Lender's Commitment, computed on which shall accrue at a quarterly basis rate per annum equal to the Applicable Margin for each such fee during the period from and including the Closing Date to but excluding the applicable Commitment Termination Date. Accrued commitment fees shall be payable in arrears on the last Business Day day of each calendar quarter based upon Fiscal Quarter, commencing on the daily utilization for first such date to occur after the date hereof (provided that quarter as calculated by whenever the Administrative Agentlast day of any Fiscal Quarter would otherwise be a day that is not a Business Day, equal such payment date shall be extended to the percent per annum set forth next succeeding Business Day, provided that, if such extension would cause the payment date to occur in the definition of Applicable Margin corresponding to following calendar month, such payment date shall be the applicable pricing level determined in accordance therewithimmediately preceding Business Day), and on the respective Commitment Termination Date. For purposes of calculating utilization under this subsectioncomputing commitment fees, the Commitments Revolving Credit Commitment of any Lender shall be deemed to be used to the extent of the Effective Amount aggregate principal amount at such time of its outstanding Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee shall accrue from the Execution Date to the Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter commencing on September 30, 2005 through the Termination Date, with the final payment to be made on the Termination Date; provided that, in connection with any reduction or termination of Commitments under Section 2.05, the accrued Commitment Fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.Loans

Commitment Fees. The Company shall pay to the Administrative Agent for the --------------- account of each Lender Bank a commitment fee (the "Commitment Fee") on the average daily unused portion of such LenderBank's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithCommitment Fee Rate. For purposes of calculating utilization under this subsectionSection, the Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar year quarter commencing on September June 30, 2005 1998 through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or -------- termination of Commitments under Section 2.052.05 or Section 2.07, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection Section shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender a commitment fee (the "Commitment Fee") on the average daily unused portion of such Lender▇▇▇▇▇▇'s Revolving Loan Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to at the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithper annum. For purposes of calculating utilization under this subsectionSection, the Commitments Revolving Loan Commitment shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstandingoutstanding but excluding for the purposes of calculating utilization under this Section the Effective Amount of Swing Line Loans. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter commencing on March, June, September 30, 2005 and December through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or termination of Commitments Revolving Loan Commitment under Section 2.05, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection Section shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender Bank a commitment fee (the "Commitment Fee") on the average daily unused portion of such LenderBank's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent at a rate per annum set forth specified for the Commitment fee in the definition of Applicable Margin corresponding Amount. The Commitment Fee shall be in effect from the date the most recent certificate delivered pursuant to Section 4.1(g) or 6.2(a) is received by the Administrative Agent to but excluding the date the next such certificate is received; provided; however, that if the Company fails to timely deliver the next such certificate, the Commitment Fee from the date such certificate was due to but excluding the date such certificate is received by the Administrative Agent (the "Commitment Delinquent Period") shall be the higher of (a) the Commitment Fee already in effect and (b) the Commitment Fee as set forth in such certificate when received, retroactively applied to the applicable pricing level determined in accordance therewith. For purposes of calculating utilization under this subsection, the Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstandingCommitment Delinquent Period. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Termination Date Maturity and shall be due and payable quarterly in arrears on the last Business Day of each quarter commencing on September 30December 31, 2005 through the Termination Date1996, with the final payment to be made on the Termination Maturity Date; provided that, in connection with any reduction or the termination of Commitments under pursuant to Section 2.052.6 or Section 2.8(a), the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or the termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection Section shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V Section 4 are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender Bank a commitment fee (the "Commitment Fee") on the average daily unused portion of such LenderBank's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent 1/2 of 1% per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithannum. For purposes of calculating utilization under this subsection, the Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter March, June, September and December, commencing on September 30, 2005 1997, through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or termination of Commitments under Section 2.052.05 or Section 2.07, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender a commitment fee (the "“Commitment Fee"”) on the average daily unused portion of such Lender's ’s Revolving Loan Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to at the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithper annum. For purposes of calculating utilization under this subsectionSection, the Commitments Revolving Loan Commitment shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstandingoutstanding but excluding for the purposes of calculating utilization under this Section the Effective Amount of Swing Line Loans. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter commencing on March, June, September 30, 2005 and December through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or termination of Commitments Revolving Loan Commitment under Section 2.05, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection Section shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the --------------- account of each Lender Bank a commitment fee (the "Commitment Fee") on the average daily unused portion of such LenderBank's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithCommitment Fee Rate. For purposes of calculating utilization under this subsectionSection, the Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar year quarter commencing on September 30, 2005 1997 through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or -------- termination of Commitments under Section 2.052.05 or Section 2.07, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection Section shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall In addition to certain fees described in Section 3.8, the Borrower agrees to pay to the Administrative Agent for the ratable account of each Lender Bank a commitment fee (the "Commitment Fee") on the average daily unused portion of such LenderBank's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent per annum amount set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithnext paragraph. For purposes of calculating utilization under this subsectioncalculation of such unused portion of a Bank's Commitment, (i) the Commitments making of any Swingline Loans shall not be considered a use of a portion of the Swingline Bank's Commitment, and (ii) each Bank's Commitment shall be deemed considered used on any date to the extent of the Effective Amount its participation on such date in any Letter of Revolving Loans then outstanding, plus the Effective Amount of Credit and any L/C Obligations then outstandingAdvance made by it (exclusive of any Swingline Loans). Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on (A) the last Business Day of the period ending on December 31, 1997, (B) on the last Business Day of each calendar quarter commencing on September 30after December 31, 2005 through the Termination Date, with the final payment to be made 1997 and (C) on the Revolving Termination Date; provided that, in connection with any reduction or termination of Commitments under Section 2.052.5 or Section 2.7, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender Bank a commitment fee (the "Commitment Fee") on the average daily unused portion of such LenderBank's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent per annum set forth in the definition of Applicable Margin Schedule 2.02 corresponding to the applicable pricing level determined in accordance therewith. For purposes of calculating utilization under this subsection, the Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee shall accrue from the Execution Date to the Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter commencing on September 30December 31, 2005 1998 through the Termination Date, with the final payment to be made on the Termination Date; provided that, in connection with any reduction or termination of Commitments under Section SECTION 2.05, the accrued Commitment Fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender a commitment fee (the "Commitment Fee") on the average daily unused portion of such Revolving Lender's CommitmentLoan Commitment (the "Commitment Fee"), computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent. At all times prior to the delivery of a Compliance Certificate pursuant to subsection 7.02(b) for the fiscal quarter ended March 31, 2003, the Commitment Fee shall be a per annum rate equal to 50.0 basis points and, at all times thereafter, the Commitment Fee shall be a per annum rate equal to the percent per annum Commitment Fee in effect at such time as determined by reference to the Pricing Grid attached hereto as Schedule 1.01 and the applicable Total Leverage Ratio for the applicable period set forth in the definition of Applicable Margin corresponding most recent Compliance Certificate delivered pursuant to the applicable pricing level determined in accordance therewithSection 7.02(b). For purposes of calculating utilization under this subsectionsubsection 2.11(b), the Revolving Loan Commitments shall be deemed used to the extent of the Effective Amount aggregate amount of Revolving Loans then outstanding, outstanding plus the Effective Amount aggregate amount of L/C Obligations then outstandingoutstanding and shall not be deemed used by a Lender's Pro Rata Share of Swing Line Loans. Such Commitment Fee commitment fee shall accrue from the Execution Date date hereof to the Revolving Loan Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on September 30March 31, 2005 through the Termination Date2003, with the final payment to be made on the Revolving Loan Termination Date; provided that, in connection with any reduction or termination of Commitments under Section 2.05, the accrued Commitment Fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee provided in this subsection 2.11(b) shall accrue at all times after the above-mentioned commencement datedate hereof, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender a commitment fee (the "Commitment FeeCOMMITMENT FEE") on the average daily unused portion of such Lender's Revolving Loan Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to at the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithper annum. For purposes of calculating utilization under this subsectionSection, the Commitments Revolving Loan Commitment shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus PLUS the Effective Amount of L/C Obligations then outstandingoutstanding but excluding for the purposes of calculating utilization under this Section the Effective Amount of Swing Line Loans. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter commencing on March, June, September 30, 2005 and December through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or termination of Commitments Revolving Loan Commitment under Section SECTION 2.05, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection Section shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company Holdings shall pay to the Administrative Agent for the account of each Lender Bank a commitment fee (the "Commitment Fee") on the average actual daily unused portion of such LenderBank's CommitmentRevolving Commitment (the "AVAILABLE COMMITMENT"), computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, Agent at a rate per annum equal to the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithFee Amount. For purposes of calculating utilization the Available Commitment under this subsectionSection 2.11, the Revolving Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding (other than L/C Obligations consisting of the aggregate undrawn amount of all Commercial Letters of Credit then outstanding). Swingline Loans shall not constitute utilization. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on September 30December 31, 2005 through 1999, to the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, PROVIDED that in connection with any reduction or termination of Commitments under Section 2.05hereunder, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of --------------- each Lender a commitment fee (the "Commitment Fee") on the average daily unused portion of such Lender's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, at a rate per annum equal to the percent per annum set forth in the definition of Commitment Fee Applicable Margin corresponding from time to the applicable pricing level determined time in accordance therewitheffect. For purposes of calculating utilization under this subsection, the Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on September 30, 2005 1998 through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any -------- reduction or termination of Commitments under Section 2.052.5, the accrued Commitment Fee ----------- commitment fee calculated for the period ending on the date of such date reduction or termination shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are --------- not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender a commitment fee (the "Commitment Fee") on the average daily unused portion of such Lender▇▇▇▇▇▇'s Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization and mix of the Tranche A Loans and Tranche B Loans for that quarter as calculated by the Administrative Agent, equal to the percent Applicable Commitment Fee Percentage per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewith. For purposes of calculating utilization under this subsection, the Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstandingannum. Such Commitment Fee commitment fees shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on September 30, 2005 the Closing Date through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided PROVIDED that, in connection with any reduction or termination of Commitments under Section SECTION 2.05, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection shall accrue at all times after during the period described above-mentioned commencement date, including at any time during which one or more conditions in Article V ARTICLE IV are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender a commitment fee (the "Commitment Fee") on the average daily unused portion of such Lender's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization and mix of the Tranche A Loans and Tranche B Loans for that quarter as calculated by the Administrative Agent, equal to the percent Applicable Commitment Fee Percentage per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithannum. For purposes of calculating utilization under this subsection, the Commitments shall will be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee commitment fees shall accrue from the Execution Restatement Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on September 30, 2005 the Restatement Date through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided PROVIDED that, in connection with any reduction or termination of Commitments under Section SECTION 2.05, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection shall accrue at all times after during the period described above-mentioned commencement date, including at any time during which one or more conditions in Article V ARTICLE IV are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender a commitment fee (the "Commitment Fee") on the average daily unused portion of such Lender's Revolving Loan Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to at the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithper annum. For purposes of calculating utilization under this subsectionSection, the Commitments Revolving Loan Commitment shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstandingoutstanding but excluding for the purposes of calculating utilization under this Section the Effective Amount of Swing Line Loans. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter commencing on March, June, September 30, 2005 and December through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or termination of Commitments Revolving Loan Commitment under Section 2.05, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection Section shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender Bank a commitment fee (the "Commitment Fee") on the average daily unused portion of such LenderBank's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agentfiscal quarter, equal to the percent per annum set forth in product of (i) the definition Applicable Commitment Fee Rate and (ii) the average daily unused portion of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithsuch Bank's Commitment during such fiscal quarter. For purposes of calculating utilization under this subsection, the Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day day of each quarter March, June, September and December, commencing on September 30December 31, 2005 1998 through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or termination of Commitments under Section 2.052.05 or Section 2.07, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection shall accrue at all times after the above-above- mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall pay to the Administrative --------------- Agent for the account of each Lender Bank a commitment fee on the average daily unused portion (whether or not available to be used) of such Bank's Commitment set forth in Schedule 1.01(a) to this Agreement, as such Commitment may be reduced ---------------- hereunder, for the "Commitment Fee") period commencing on the Effective Date and continuing thereafter, and computed on a monthly basis in arrears as of the last Business Day of each calendar month based upon the daily utilization for that month as calculated by the Administrative Agent, in an amount equal to the average daily unused portion of such LenderBank's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent per annum set forth in the definition of Applicable Margin corresponding to Commitment times the applicable pricing level determined in accordance therewithaverage rate per ----- annum that is derived from the Commitment Fee Rate. For purposes of calculating utilization under this subsectionSection, the Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, outstanding plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee Except as set forth above, such commitment fee shall accrue from the Execution Effective Date to the Termination Facility Expiry Date and shall be due and payable quarterly monthly in arrears on upon calculation by the last Business Day of each quarter commencing on September 30, 2005 through Administrative Agent and such fees shall be charged to the Termination Date, Loan Account in accordance with the final payment to be made on the Termination DateSection 2.07; provided that, in connection with any reduction or termination -------- of Commitments under Section 2.052.06, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection Section shall accrue at all times after the above-mentioned commencement dateEffective Date, including at any time during which one or more conditions in Article V are not met.. ---------

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender a commitment fee (the "Commitment FeeCOMMITMENT FEE") on the average daily unused portion of such Lender's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent per annum set forth in the definition of Applicable Margin SCHEDULE 2.02 corresponding to the applicable pricing level determined in accordance therewith. For purposes of calculating utilization under this subsection, the Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee shall accrue from the Execution Date to the Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter commencing on September 30December 31, 2005 2001 through the Termination Date, with the final payment to be made on the Termination Date; provided that, in connection with any reduction or termination of Commitments under Section SECTION 2.05, the accrued Commitment Fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article ARTICLE V are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender a commitment fee (the "Commitment Fee") on the average daily unused portion of such Lender's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent per annum set forth in the definition of Applicable Margin Schedule 2.02 corresponding to the applicable pricing level determined in accordance therewith. For purposes of calculating utilization under this subsection, the Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding. Such Commitment Fee shall accrue from the Execution Date to the Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter commencing on September 30, 2005 2004 through the Termination Date, with the final payment to be made on the Termination Date; provided that, in connection with any reduction or termination of Commitments under Section 2.05, the accrued Commitment Fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee provided in this subsection shall accrue at all times after the above-above- mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender Bank a commitment fee on such Bank's Unused Commitment (the "Commitment Fee") ). The Commitment Fee for each Bank shall be computed daily at the applicable per annum rate set forth on Schedule 2.9 on such Bank's Unused Commitment. As used herein, each Bank's "Unused Commitment" shall mean such Bank's Commitment less the average daily unused portion sum of the then-outstanding principal balance of such LenderBank Loans (other than Swingline Loans) and such Bank's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewith. For purposes of calculating utilization under this subsection, the Commitments shall be deemed used to the extent Pro Rata Share of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of outstanding L/C Obligations then outstandingObligations. Such Commitment Fee Fees shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each fiscal quarter commencing on September April 30, 2005 2000 through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or termination of Commitments under Section 2.052.6, the accrued Commitment Fee Fees calculated for the period ending on such date also shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee Fees provided in this subsection shall accrue at all times after the above-mentioned commencement dateClosing Date, including at any time during which one or more conditions in Article V 5 are not met.

Commitment Fees. The Company Borrower shall pay to the Administrative --------------- Agent for the account of each Lender Bank a commitment fee (the "Commitment Fee") on the average daily unused portion of such LenderBank's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, at a rate per annum equal to the percent per annum set forth in Applicable Amount for the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithcommitment fee. For purposes of calculating utilization under this subsectionSection, the Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations (excluding L/C Obligations relating to commercial Letters of Credit) then outstanding. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Termination Maturity Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on September 30, 2005 the first such date after the Closing Date through the Termination Maturity Date, with the final payment to be made on the Termination Maturity Date; provided that, in -------- connection with any reduction or termination of Commitments under Section 2.05, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection Section shall accrue at all times after the above-above- mentioned commencement date, including at any time during which one or more conditions in Article V Section 5 are not met.

Commitment Fees. The Company shall pay to the Co-Administrative Agent for the account of each Lender a commitment fee (the "Commitment Fee") on the average daily unused portion of such Lender's Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Co-Administrative Agent, equal to the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithCommitment Fee Percentage. For purposes of calculating utilization under this subsection, the Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the Effective Amount of L/C Obligations then outstandingoutstanding and shall not be deemed used by a Lender's Pro Rata Share of Swing Line Loans. Such Commitment Fee commitment fee shall accrue from the Execution Date date hereof to the Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on September 30, 2005 1999 through the Termination Date, with the final payment to be made on the Termination Date; provided PROVIDED that, in connection with any reduction or termination of Commitments under Section 2.05SECTION 2.07, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article ARTICLE V are not met.

Commitment Fees. The Company shall pay to the Administrative --------------- Agent for the account of each Lender a commitment fee (the "Commitment Fee") on the average actual daily unused portion of such Lender's Revolving Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, Agent at a rate per annum equal to the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithFee Amount. For purposes of calculating utilization under this subsection, the Revolving Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus the ---- Effective Amount of L/C Obligations then outstanding. Swingline Loans shall not constitute utilization. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter (commencing on September 30March 31, 2005 through 2000) to the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, that in connection with any reduction or termination of Revolving -------- Commitments under Section 2.05, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.

Commitment Fees. The Company shall pay to the Administrative Agent for the account of each Lender Bank a commitment fee (the "Commitment Fee") on the average daily unused portion of such LenderBank's Revolving Loan Commitment and 2000 TL Commitment, as the case may be, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithper annum. For purposes of calculating utilization under this subsectionSection, (x) the Revolving Loan Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans then outstanding, plus outstanding PLUS the Effective Amount of L/C Obligations then outstanding and (y) the 2000 TL Commitment shall be deemed used to the extent of the Effective Amount of Term Loans made under the 2000 TL Commitment then outstanding. Such Commitment Fee commitment fee shall accrue from the Execution Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter commencing on March, June, September 30, 2005 and December through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided PROVIDED that, in connection with any reduction or termination of Revolving Loan Commitments or the 2000 TL Commitment, as the case may be, under Section 2.05SECTION 2.07, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection Section shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article ARTICLE V are not met.

Commitment Fees. The Company Companies jointly and severally shall pay to the Administrative Agent for the account of each Lender Bank a commitment fee on the sum of (the "Commitment Fee"i) on the average daily unused portion of such LenderBank's Revolving Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization unused amount of the Revolving Commitment by Revolving Loans for that quarter as calculated by the Administrative Agent, equal to the percent per annum set forth in the definition of Applicable Margin corresponding to the applicable pricing level determined in accordance therewithFee Percentage. For purposes of calculating utilization under this subsectioneach Bank, the Commitments shall be deemed used to the extent amounts outstanding under Bid Loans made by such Bank (and its Designated Bidder) plus its Pro Rata Share of the Effective Dollar Equivalent Amount of Revolving Loans then outstanding, plus the Effective Amount of all L/C Obligations then outstandingand Interim Note Obligations will also be subtracted from such Bank's Revolving Commitment in making the calculation of its commitment fee but in no event shall the commitment fee be less than zero for any period. Swing Line Loans shall not be deemed to be outstanding for purposes of calculating fees under this SECTION 2.14. Such Commitment Fee commitment fee shall accrue from the Execution Date date hereof to the Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each quarter March, June, September and December commencing on September June 30, 2005 through 1997 for the Termination Datequarter (or shorter period, with as applicable) ending the final payment to be made prior Business Day and on the Termination Date; provided that, in connection with any reduction or termination of Commitments under Section 2.05SECTION 2.8, the accrued Commitment Fee commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Commitment Fee commitment fees provided in this subsection shall accrue at all times after the above-mentioned commencement datedate hereof, including at any time during which one or more conditions in Article ARTICLE V are not met.