Common use of Facility Fees Clause in Contracts

Facility Fees. The Borrowers jointly and severally agree to ------------- pay to the Agent for the account of each Lender a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances), whether used or unused and without giving effect to any B Reduction, from the date hereof in the case of each Bank and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 2000, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (whether used or unused and without giving effect to any B Reduction) in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.05% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.08% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.10% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and (d) a rate of 0.125% per annum with respect to each day during such period that the higher of such Ratings was Level 4. If any change in the Rating shall result in a change in the Level, the change in the facility fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating). If Ratings are unavailable from both S&P or Xxxxx'x for any reason for any day, then the applicable Level for purposes of calculating the facility fee for such day shall be deemed to be Xxxxx 0 (or, if the Majority Lenders consent in writing, such other Level as may be reasonably determined by the Majority Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree to ------------- pay to the Agent for the account of each Lender a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances), whether used or unused and without giving effect to any B Reduction, from the date hereof in the case of each Bank and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 20001999, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (whether used or unused and without giving effect to any B Reduction) in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.05% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.08% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.10% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and (d) a rate of 0.125% per annum with respect to each day during such period that the higher of such Ratings was Level 4. If any change in the Rating shall result in a change in the Level, the change in the facility fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating). If Ratings are unavailable from both S&P or Xxxxx'x for any reason for any day, then the applicable Level for purposes of calculating the facility fee for such day shall be deemed to be Xxxxx 0 (or, if the Majority Lenders consent in writing, such other Level as may be reasonably determined by the Majority Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree (i) Prior to ------------- the Second Amendment Date, the Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than the Designated Bidders) a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances)daily average Commitment, whether used or unused (and without giving effect to any B Bid Reduction), from the date hereof Closing Date in the case of each Bank Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable quarterly in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 2000, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (daily average Commitment, whether used or unused and without giving effect to any B Bid Reduction) , in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.05% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.08% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.10% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and ratings with respect to Long-Term Debt were at Levex 0, (dx) a rate x xate of 0.125% per annum with respect to each day during such period that the higher such ratings were at Level 2, (c) a rate of 0.15% per annum with respect to each day during such Ratings was period that such ratings were at Levex 0, (x) x xate of 0.25% per annum with respect to each day during such period that such ratings were at Level 4, (e) at the rate of 0.375% per annum with respect to each day during such period that such ratings were at Level 5. If any change in the Rating rating established by S&P, Moodx'x xx Fitch with respect to Long-Term Debt shall result in a change in the Level, the change in the facility commitment fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating)announced. If Ratings the ratings established by any two of S&P, Moodx'x xx Fitch with respect to Long-Term Debt are unavailable from both S&P or Xxxxx'x for any reason for any day, then the applicable Level level for purposes of calculating the facility commitment fee for such day shall be deemed to be Xxxxx Levex 0 (orxx, if the Majority Requisite Lenders consent in writing, such other Level as may be reasonably determined by the Majority Requisite Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Requisite Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree Domestic Borrower agrees to ------------- pay to the Administrative Agent for the account of each Lender (other than the Designated Bidders) a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances)daily average Commitment, whether used or unused and without giving effect to any B ReductionBid Reduction or Letter of Credit Usage, from the date hereof Closing Date in the case of each Bank initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender Lender, in each case until the Termination Date Date, such facility fees to be calculated on the basis of such Lender, a 360-day year and payable quarterly in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 2000, 2001 and on the Termination Date of such LenderDate, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (daily average Domestic Commitment, whether used or unused and without giving effect to any B Reduction) Bid Reduction or Letter of Credit Usage, in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.050.100% per annum with respect to each day during such period that the higher of the Ratings was ratings with respect to Long-Term Debt were at Xxxxx 0, (x) a rate of 0.08% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.10% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and (d) a rate of 0.125% per annum with respect to each day during such period that such ratings were at Level 2, (c) a rate of 0.150% per annum with respect to each day during such period that such ratings were at Xxxxx 0, (x) a rate of 0.200% per annum with respect to each day during such period that such ratings were at Xxxxx 0, and (e) at the higher rate of 0.3750% per annum with respect to each day during such Ratings was period that such ratings were at Level 45. If any change in the Rating rating established by S&P, Xxxxx'x or Fitch with respect to Long-Term Debt shall result in a change in the Level, the change in the facility commitment fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating)announced. If Ratings the ratings established by any two of S&P, Xxxxx'x or Fitch with respect to Long-Term Debt are unavailable from both S&P or Xxxxx'x for any reason for any day, then the applicable Level level for purposes of calculating the facility commitment fee for such day shall be deemed to be Xxxxx 0 (or, if the Majority Requisite Lenders consent in writing, such other Level as may be reasonably determined by the Majority Requisite Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Requisite Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree to ------------- pay to the Agent for the account of each Lender a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances), whether used or unused and without giving effect to any B Reduction, from the date hereof in the case of each Bank and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 20001999, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (whether used or unused and without giving effect to any B Reduction) in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.050.07% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.080.10% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.100.125% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and (d) a rate of 0.1250.15% per annum with respect to each day during such period that the higher of such Ratings was Level 4. If any change in the Rating shall result in a change in the Level, the change in the facility fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating). If Ratings are unavailable from both S&P or Xxxxx'x for any reason for any day, then the applicable Level for purposes of calculating the facility fee for such day shall be deemed to be Xxxxx 0 (or, if the Majority Lenders consent in writing, such other Level as may be reasonably determined by the Majority Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree to ------------- pay to the Agent for the account of each Lender a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances), whether used or unused and without giving effect to any CP Reduction or B Reduction, from the date hereof in the case of each Bank Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 20001995, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (whether used or unused and without giving effect to any B Reduction or CP Reduction) in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.050.07% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.080.09% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.10% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and Xxxxx 0, (dx) a rate of 0.125% per annum with respect to each day during such period that the higher of such Ratings was Level 44 and (e) a rate of 0.15% per annum with respect to each day during such period to which Level 5 applies. If any change in the Rating shall result in a change in the Level, the change in the facility fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating). If Ratings are unavailable from both S&P or Xxxxx'x for any reason for any day, then the applicable Level for purposes of calculating the facility fee for such day shall be deemed to be Xxxxx 0 (or, if the Majority Lenders consent in writing, such other Level as may be reasonably determined by the Majority Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree Borrower agrees to ------------- pay to the Agent for the account of each Lender a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances), whether used or unused and without giving effect to any B Reduction, from the date hereof in the case of each Bank and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 20002004, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (whether used or unused and without giving effect to any B Reduction) in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.050.07% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx Lxxxx 0, (x) a rate of 0.080.10% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.100.125% per annum with respect to each day during such period that the higher of such Ratings was Level 3 Lxxxx 0, and (d) a rate of 0.1250.15% per annum with respect to each day during such period that the higher of such Ratings was Level 4. If any change in the Rating shall result in a change in the Level, the change in the facility fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation Borrower (in the case of a private rating). If Ratings are available from both S&P and Mxxxx'x, then the higher of such Ratings shall apply, unless there is a split in such Ratings of more than one Level, in which case the Level that is one Level higher than the Level of the lower Rating shall apply. If Ratings are unavailable from both S&P or Xxxxx'x Mxxxx'x for any reason for any day, then the applicable Level for purposes of calculating the facility fee for such day shall be deemed to be Xxxxx Lxxxx 0 (or, if the Majority Lenders consent in writing, such other Level as may be reasonably determined by the Majority Lenders from a rating with respect to Long-Term Debt or the Corporation Borrower for such day established by another rating agency reasonably acceptable to the Majority Lenders). If no Rating is available from S&P or Xxxxx'x Mxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x Mxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree Borrower agrees to ------------- pay to the Administrative Agent for the account of each Lender (other than the Designated Bidders) a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances)daily average Commitment, whether used or unused and without giving effect to any B Bid Reduction, from the date hereof Effective Date in the case of each Bank Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable quarterly in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 20001996, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (daily average Commitment, whether used or unused and without giving effect to any B Bid Reduction) , in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.05% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.08% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.10% per annum with respect to each day during such period that the higher ratings with respect to Long-Term Debt were at Levex 0, (x) x rate of 0.110% per annum with respect to each day during such Ratings was period that such ratings were at Level 3 and 2, (dc) a rate of 0.125% per annum with respect to each day during such period that such ratings were at Levex 0, (x) x xate of 0.1875% per annum with respect to each day during such period that such ratings were at Levex 0, xxd (e) at the higher rate of 0.2500% per annum with respect to each day during such Ratings was period that such ratings were at Level 45. If any change in the Rating rating established by S&P, Moodx'x xx Duff & Xhelxx xxxh 31 respect to Long-Term Debt shall result in a change in the Level, the change in the facility commitment fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating)announced. If Ratings the ratings established by any two of S&P, Moodx'x xx Duff & Phelxx xxxh respect to Long-Term Debt are unavailable from both S&P or Xxxxx'x for any reason for any day, then the applicable Level level for purposes of calculating the facility commitment fee for such day shall be deemed to be Xxxxx Levex 0 (orxx, if the Majority Requisite Lenders consent in writing, such other Level as may be reasonably determined by the Majority Requisite Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Requisite Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree Borrower agrees to ------------- pay to the Administrative Agent for the account of each Lender (other than the Designated Bidders) a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances)daily average Commitment, whether used or unused (and without giving effect to any B Bid Reduction), from the date hereof Closing Date in the case of each Bank Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable quarterly in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 2000, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (daily average Commitment, whether used or unused and without giving effect to any B Bid Reduction) , in effect during the period for which 18 91 such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.05% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.08% per annum with respect to each day during such period that the higher of such Ratings was Level 2ratings with respect to Long-Term Debt were at Levex 0, (cx) a rate x xate of 0.10% per annum with respect to each day during such period that the higher of such Ratings was ratings were at Level 3 and 2, (dc) a rate of 0.125% per annum with respect to each day during such period that the higher such ratings were at Levex 0, (x) x xate of 0.20% per annum with respect to each day during such Ratings was period that such ratings were at Level 4, (e) at the rate of 0.375% per annum with respect to each day during such period that such ratings were at Level 5. If any change in the Rating rating established by S&P, Moodx'x xx Fitch with respect to Long-Term Debt shall result in a change in the Level, the change in the facility commitment fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating)announced. If Ratings the ratings established by any two of S&P, Moodx'x xx Fitch with respect to Long-Term Debt are unavailable from both S&P or Xxxxx'x for any reason for any day, then the applicable Level level for purposes of calculating the facility commitment fee for such day shall be deemed to be Xxxxx Levex 0 (orxx, if the Majority Requisite Lenders consent in writing, such other Level as may be reasonably determined by the Majority Requisite Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Requisite Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree Borrower agrees to ------------- pay to the Agent for the account of each Lender a facility fee on the amount of such Lender's ’s Commitment (or if no Commitment is in effect, Advances), whether used or unused and without giving effect to any B Reduction, from the date hereof in the case of each Bank and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable in arrears on the last day of each March, June, September and December during the term of such Lender's ’s Commitment, commencing September 30, 20002007, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's ’s Commitment (whether used or unused and without giving effect to any B Reduction) in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.050.050% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.080.060% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.100.070% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and Xxxxx 0, (dx) a rate of 0.1250.080% per annum with respect to each day during such period that the higher of such Ratings was Level 4, (e) a rate of 0.100% per annum with respect to each day during such period that the higher of such Ratings was Level 5, or (f) a rate of 0.150% per annum with respect to each day during such period that the higher of such Ratings was Level 6. If any change in the Rating established by S&P, Xxxxx’x or Fitch shall result in a change in the Level, the change in the facility fee shall be effective as of the date on which such rating change is publicly announced (in by S&P, Xxxxx’x or Fitch, as the case may be. If Ratings are available from only one of S&P, Xxxxx’x or Fitch, then the applicable Level shall be set by reference to this one Rating. If Ratings are available from only two of S&P, Xxxxx’x or Fitch and such Ratings fall within two different Levels, then the higher of such Ratings shall apply, unless there is a public rating) or split in such Ratings of more than one Level, in which case the Level that is disclosed one Level higher than the Level of the lower Rating shall apply. If Ratings are available from each of S&P, Xxxxx’x and Fitch and such Ratings fall within two different Levels, the applicable Level shall be set by reference to the Corporation (in Ratings established by two of the case three rating agencies. If Ratings are available from each of a private rating)S&P, Xxxxx’x and Fitch and such Ratings fall within three different Levels, the applicable Level shall be set by reference to the middle Rating. If Ratings are unavailable from both S&P or Xxxxx'x S&P, Xxxxx’x and Fitch for any reason for any day, then the applicable Level for purposes of calculating the facility fee for such day shall be deemed to be Xxxxx 0 (orLevel 6. If any of S&P, if Xxxxx’x or Fitch change the Majority Lenders consent basis on which their ratings are established and/or described, each reference in writingthis Agreement to a Rating announced by S&P, such other Level Xxxxx’x or Fitch, as the case may be, shall be reasonably determined by deemed to refer to the Majority Lenders from a then equivalent rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Lenders). If no Rating is available from S&P S&P, Xxxxx’x or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such dayFitch.

Facility Fees. The Borrowers jointly and severally agree Borrower agrees to ------------- pay to the Administrative Agent for the account of each Lender (other than the Designated Bidders) a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances)daily average Commitment, whether used or unused and without giving effect to any B Bid Reduction, from the date hereof Effective Date in the case of each Bank Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable quarterly in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 20001996, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (daily average Commitment, whether used or unused and without giving effect to any B Bid Reduction) , in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.05% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.08% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.10% per annum with respect to each day during such period that the higher ratings with respect to Long-Term Debt were at Level 1, (b) a rate of 0.110% per annum with respexx xx xxxx xay during such Ratings was period that such ratings were at Level 3 and 2, (dc) a rate of 0.125% per annum with respect to each day during such period that the higher such ratings were at Level 3, (d) a rate of 0.1875% per annum with respxxx xx xxxx day during such Ratings was period that such ratings were at Level 4, and (e) at the rate of 0.2500% per annum xxxx xxspect to each day during such period that such ratings were at Level 5. If any change in the Rating shall result in a rating established by S&P, Moody's or Duff & Phelps with respect to Long-Term Xxxx xhall xxxult xx x change in the Level, the change in the facility commitment fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating)announced. If Ratings are the ratings established by any two of S&P, Moody's or Duff & Phelps with respect to Long-Term Xxxx xre unavailable from both S&P or Xxxxx'x for fxx any reason for any day, then the applicable Level level for purposes of calculating the facility commitment fee for such day shall be deemed to be Xxxxx 0 Level 5 (or, if the Majority Requisite Lenders consent in writingwxxxxxx, such other Level as may be reasonably determined by the Majority Requisite Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Requisite Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally ------------- agree to ------------- pay to the Agent for the account of each Lender a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances), whether used or unused and without giving effect to any B Reduction, from the date hereof in the case of each Bank and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 2000, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (whether used or unused and without giving effect to any B Reduction) in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.050.07% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.080.10% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.100.125% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and (d) a rate of 0.1250.15% per annum with respect to each day during such period that the higher of such Ratings was Level 4. If any change in the Rating shall result in a change in the Level, the change in the facility fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating). If Ratings are unavailable from both S&P or Xxxxx'x for any reason for any day, then the applicable Level for purposes of calculating the facility fee for such day shall be deemed to be Xxxxx 0 (or, if the Majority Lenders consent in writing, such other Level as may be reasonably determined by the Majority Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree Borrower agrees to ------------- pay to the Agent for the account of each Lender a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances), whether used or unused and without giving effect to any B Reduction, from the date hereof in the case of each Bank and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 20002006, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (whether used or unused and without giving effect to any B Reduction) in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.050.050% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.080.080% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.100.090% per annum with respect to each day during such period that the higher of such Ratings was Xxxxx 0, (x) a rate of 0.100% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and 4, (de) a rate of 0.125% per annum with respect to each day during such period that the higher of such Ratings was Level 45, or (f) a rate of 0.150% per annum with respect to each day during such period that the higher of such Ratings was Level 6. If any change in the Rating established by S&P, Xxxxx'x or Fitch shall result in a change in the Level, the change in the facility fee shall be effective as of the date on which such rating change is publicly announced (in by S&P, Xxxxx'x or Fitch, as the case may be. If Ratings are available from only one of S&P, Xxxxx’x or Fitch, then the applicable Level shall be set by reference to this one Rating. If Ratings are available from only two of S&P, Xxxxx’x or Fitch and such Ratings fall within two different Levels, then the higher of such Ratings shall apply, unless there is a public rating) or split in such Ratings of more than one Level, in which case the Level that is disclosed one Level higher than the Level of the lower Rating shall apply. If Ratings are available from each of S&P, Xxxxx'x and Fitch and such Ratings fall within two different Levels, the applicable Level shall be set by reference to the Corporation (in Ratings established by two of the case three rating agencies. If Ratings are available from each of a private rating)S&P, Xxxxx'x and Fitch and such Ratings fall within three different Levels, the applicable Level shall be set by reference to the middle Rating. If Ratings are unavailable from both S&P or Xxxxx'x S&P, Xxxxx’x and Fitch for any reason for any day, then the applicable Level for purposes of calculating the facility fee for such day shall be deemed to be Xxxxx 0 (orLevel 6. If any of S&P, if Xxxxx’x or Fitch change the Majority Lenders consent basis on which their ratings are established and/or described, each reference in writingthis Agreement to a Rating announced by S&P, such other Level Xxxxx’x or Fitch, as the case may be, shall be reasonably determined by deemed to refer to the Majority Lenders from a then equivalent rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Lenders). If no Rating is available from S&P S&P, Xxxxx’x or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such dayFitch.

Facility Fees. The Borrowers jointly and severally agree Borrower agrees to ------------- pay to the Administrative Agent for the account of each Lender (other than the Designated Bidders) a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances)daily average Commitment, whether used or unused and without giving effect to any B Bid Reduction, from the date hereof Effective Date in the case of each Bank Lender, other than a New Lender, from the Second Amendment Effective Date with respect to a New Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender Lender, in each case, until the Termination Date of such Lender, payable quarterly in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 20001996 with respect to each Lender, other than a New Lender, and from the Second Amendment Effective Date with respect to a New Lender, and, in each case, on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (daily average Commitment, whether used or unused and without giving effect to any B Bid Reduction) , in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.05% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.08% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.10% per annum with respect to each day during such period that the higher ratings with respect to Long-Term Debt were at Level 1, (b) a rate of 0.110% per annum with respxxx xx xxxx day during such Ratings was period that such ratings were at Level 3 and 2, (dc) a rate of 0.125% per annum with respect to each day during such period that the higher such ratings were at Level 3, (d) a rate of 0.1875% per annum with resxxxx xx-xxxx day during such Ratings was period that such ratings were at Level 4, and (e) at the rate of 0.2500% per annum xxxx xespect to each day during such period that such ratings were at Level 5. If any change in the Rating shall result in a rating established by S&P, Moody's or Duff & Phelps with respect to Long-Terx Xxxx shalx xxsulx xx x change in the Level, the change in the facility commitment fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating)announced. If Ratings the ratings established by any two of S&P, Moody's or Duff & Phelps with respect to Long-Terx Xxxx are unavailable from both S&P or Xxxxx'x for xxx any reason for any day, then the applicable Level level for purposes of calculating the facility commitment fee for such day shall be deemed to be Xxxxx 0 Level 5 (or, if the Majority Requisite Lenders consent in writingxxxxxxx, such other Level as may be reasonably determined by the Majority Requisite Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Requisite Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree Borrower agrees to ------------- pay to the Agent for the account of each Lender a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances), whether used or unused and without giving effect to any B Reduction, from the date hereof in the case of each Bank and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 20002001, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (whether used or unused and without giving effect to any B Reduction) in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.050.07% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx Lxxxx 0, (x) a rate of 0.080.10% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.100.125% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and (d) a rate of 0.1250.15% per annum with respect to each day during such period that the higher of such Ratings was Level 4. If any change in the Rating shall result in a change in the Level, the change in the facility fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation Borrower (in the case of a private rating). If Ratings are unavailable from both S&P or Xxxxx'x Mxxxx'x for any reason for any day, then the applicable Level for purposes of calculating the facility fee for such day shall be deemed to be Xxxxx Lxxxx 0 (or, if the Majority Lenders consent in writing, such other Level as may be reasonably determined by the Majority Lenders from a rating with respect to Long-Term Debt or the Corporation Borrower for such day established by another rating agency reasonably acceptable to the Majority Lenders). If no Rating is available from S&P or Xxxxx'x Mxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x Mxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree Borrower agrees to ------------- pay to the Administrative Agent for the account of each Lender (other than the Designated Bidders) a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances)daily average Commitment, whether used or unused and without giving effect to any B Bid Reduction, from the date hereof Closing Date in the case of each Bank initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender Lender, in each case until the Termination Date of such Lender, such facility fees to be calculated on the basis of a 360-day year and payable quarterly in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 2000, 2001 and on the 19 Credit Agreement (Short Term) Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (daily average Commitment, whether used or unused and without giving effect to any B Bid Reduction) , in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.050.085% per annum with respect to each day during such period that the higher of the Ratings was ratings with respect to Long-Term Debt were at Xxxxx 0, (x) a rate of 0.080.100% per annum with respect to each day during such period that the higher of such Ratings was ratings were at Level 2, (c) a rate of 0.10% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and (d) a rate of 0.125% per annum with respect to each day during such period that such ratings were at Xxxxx 0, (x) a rate of 0.175% per annum with respect to each day during such period that such ratings were at Xxxxx 0, and (e) at the higher rate of 0.2500% per annum with respect to each day during such Ratings was period that such ratings were at Level 45; provided that no facility fee will be payable after the Term Loan has been made pursuant to Section 2.18. If any change in the Rating rating established by S&P, Xxxxx'x or Fitch with respect to Long-Term Debt shall result in a change in the Level, the change in the facility commitment fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating)announced. If Ratings the ratings established by any two of S&P, Xxxxx'x or Fitch with respect to Long-Term Debt are unavailable from both S&P or Xxxxx'x for any reason for any day, then the applicable Level level for purposes of calculating the facility commitment fee for such day shall be deemed to be Xxxxx 0 (or, if the Majority Requisite Lenders consent in writing, such other Level as may be reasonably determined by the Majority Requisite Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Requisite Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree Borrower agrees to ------------- pay to the Agent for the account of each Lender a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances), whether used or unused and without giving effect to any B Reduction, from the date hereof in the case of each Bank and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 20002001, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (whether used or unused and without giving effect to any B Reduction) in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.050.07% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.080.10% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.100.125% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and (d) a rate of 0.1250.15% per annum with respect to each day during such period that the higher of such Ratings was Level 4. If any change in the Rating shall result in a change in the Level, the change in the facility fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation Borrower (in the case of a private rating). If Ratings are unavailable from both S&P or Xxxxx'x for any reason for any day, then the applicable Level for purposes of calculating the facility fee for such day shall be deemed to be Xxxxx 0 (or, if the Majority Lenders consent in writing, such other Level as may be reasonably determined by the Majority Lenders from a rating with respect to Long-Term Debt or the Corporation Borrower for such day established by another rating agency reasonably acceptable to the Majority Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree Company agrees to ------------- pay to the Administrative Agent for the account of each Lender a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances)daily average Commitment, whether used or unused unused, and without giving effect to any B Reductionon the outstanding principal amount of the Term Loan, from the date hereof Effective Date in the case of each Bank and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the later of the Termination Date of such LenderLender and the Term Loan Maturity Date, payable quarterly in arrears on the last day of each March, June, September and December during the term of such Lender's CommitmentCommitment and during the Term Loan, commencing September June 30, 20002001, and on the later of the Termination Date of such LenderLender and the Term Loan Maturity Date, in an amount equal to the product of (i) the average daily amount of such Lender's daily average Commitment, whether such Commitment (whether is used or unused and without giving effect to any B Reduction) unused, or such Lender's ratable portion of the outstanding principal amount of the Term Loan, as applicable, in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.050.07% per annum with respect to each day during such period that the higher of the Ratings was ratings with respect to Long-Term Debt were at Xxxxx 0, (x) a rate of 0.08% per annum with respect to each day during such period that the higher of such Ratings was ratings were at Level 2, (c) a rate of 0.10% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and ratings were at Xxxxx 0, (dx) a rate of 0.125% per annum with respect to each day during such period that the higher of such Ratings was ratings were at Level 4, (e) at the rate of 0.20% per annum with respect to each day during such period that such ratings were at Xxxxx 0, and (f) at the rate of 0.50% per annum with respect to each day during such period that such ratings were at Level 6. If any change in the Rating rating established by S&P or Xxxxx'x with respect to Long-Term Debt shall result in a change in the Level, the change in the facility fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating)announced. If Ratings are unavailable from both the ratings established by S&P or Xxxxx'x with respect to Long-Term Debt are unavailable for any reason for any day, then the applicable Level for purposes of calculating the facility fee for such day shall be deemed to be Xxxxx 0 (or, if the Majority Requisite Lenders consent in writing, such other Level as may be reasonably determined by the Majority Requisite Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Requisite Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree Borrower agrees to ------------- pay to the Agent for the account of each Lender a facility fee on the amount of such Lender's ’s Commitment (or if no Commitment is in effect, Advances), whether used or unused and without giving effect to any B Reductionunused, from the date hereof Effective Date, in the case of each Bank and Bank, and, to the extent not paid by the Borrower to any other Lender in respect of the same Commitment for the same period, from the effective date specified in the Assignment and Acceptance pursuant to which it became a successor to any Bank or other Lender becomes a Lender hereunder, in the each case of each other Lender until the Termination Date of such Lender, payable in arrears on the last day of each March, June, September and December during the term of such Lender's ’s Commitment, commencing September 30March 31, 20002011, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's ’s Commitment (whether used or unused and without giving effect to any B Reductionunused) in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.050.100% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.080.125% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.100.175% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and Xxxxx 0, (dx) a rate of 0.1250.200% per annum with respect to each day during such period that the higher of such Ratings was Level 4, (e) a rate of 0.250% per annum with respect to each day during such period that the higher of such Ratings was Level 5, or (f) a rate of 0.350% per annum with respect to each day during such period that the higher of such Ratings was Level 6. If any change in the Rating established by S&P or Xxxxx’x shall result in a change in the Level, the change in the calculation of the facility fee as set forth above shall be effective as of the date on which such rating change is publicly announced (in by S&P or Xxxxx’x, as the case may be, provided that no Defaulting Lender shall be entitled to receive any facility fee in respect of its unused Commitment for any period during which that Lender is a public rating) or is disclosed Defaulting Lender (and the Borrower shall not be required to the Corporation (in the case of a private ratingpay such fee that otherwise would have been required to have been paid to that Defaulting Lender). If Ratings are unavailable available from both only one of S&P or Xxxxx'x for any reason for any day, then the applicable Level for purposes of calculating the facility fee for such day shall be deemed to be Xxxxx 0 (or, if the Majority Lenders consent in writing, such other Level as may be reasonably determined by the Majority Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any dayXxxxx’x, then the applicable Level shall be set by reference to this one Rating. If Ratings are available from each of S&P and Xxxxx’x and such Ratings fall within two different Levels, then the higher of such Ratings shall apply, unless there is a split in such Ratings of more than one Level, in which case the Level that is one Level higher than the Level of the lower Rating shall apply. If Ratings are unavailable from S&P and Xxxxx’x for any reason other than such agencies cease providing public debt ratings generally for any day, then the applicable Level for such day shall be deemed to be Level 6. If any of S&P or Xxxxx'x that is available for such dayXxxxx’x change the basis on which their ratings are established and/or described, each reference in this Agreement to a Rating announced by S&P or Xxxxx’x, as the case may be, shall be deemed to refer to the then equivalent rating established by S&P or Xxxxx’x.

Facility Fees. The Borrowers jointly and severally agree Borrower agrees to ------------- pay to the Administrative Agent for the account of each Lender (other than the Designated Bidders), from the date such Lender becomes party to this Agreement, a facility fee (i) on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances)’s daily average Commitment, whether used or unused and without giving effect to any B Bid Reduction, from the date hereof in the each case of each Bank and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, and (ii) in the event the Borrower elects to convert outstanding Advances into the Term Loan pursuant to Section 2.18, on the amount of such Lender’s Term Loan, in each case until the date upon which the Term Loan is paid in full. The facility fees shall be calculated on the basis of a 360-day year and payable quarterly in arrears on the last day of each March, June, September and December during the term of such Lender's ’s Commitment, or after termination of the Commitments, during the term of the Term Loan, commencing September 30, 2000, on the date such Lender becomes party to this Agreement and ending on the Termination Date of such Lender, or, in the event the Borrower elects to convert outstanding Advances into the Term Loan pursuant to Section 2.18, the date upon which the Term Loan is paid in full, in each case in an amount equal to the product of (i) (a) during the average daily amount term of such Lender's Commitment (’s Commitment, such Lender’s daily average Commitment, whether used or unused and without giving effect to any B Bid Reduction) , in effect during the period for which such payment that is to be made or (b) after termination of the Commitments, the amount of such Lender’s Term Loan times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.050.085% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx ratings with respect to Long-Term Debt were at Lxxxx 0, (x) a rate of 0.080.100% per annum with respect to each day during such period that the higher of such Ratings was ratings were at Level 2, (c) a rate of 0.10% per annum with respect to each day during such period that the higher of such Ratings was Level 3 and (d) a rate of 0.125% per annum with respect to each day during such period that such ratings were at Lxxxx 0, (x) a rate of 0.175% per annum with respect to each day during such period that such ratings were at Lxxxx 0, and (e) at the higher rate of 0.2500% per annum with respect to each day during such Ratings was period that such ratings were at Level 45. If any change in the Rating rating established by S&P, Mxxxx’x or Fitch with respect to Long-Term Debt shall result in a change in the Level, the change in the facility commitment fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating)announced. If Ratings the ratings established by any two of S&P, Mxxxx’x or Fitch with respect to Long-Term Debt are unavailable from both S&P or Xxxxx'x for any reason for any day, then the applicable Level level for purposes of calculating the facility commitment fee for such day shall be deemed to be Xxxxx Lxxxx 0 (or, if the Majority Requisite Lenders consent in writing, such other Level as may be reasonably determined by the Majority Requisite Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Requisite Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.”

Facility Fees. The Borrowers jointly and severally agree Company agrees to ------------- pay to the Administrative Agent for the account of each Lender a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances)daily average Commitment, whether used or unused and without giving effect to any B Reductionunused, from the date hereof Effective Date in the case of each Bank and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable quarterly in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September June 30, 20002001, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's daily average Commitment, whether such Commitment (whether is used or unused and without giving effect to any B Reduction) unused, in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.05% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.08% per annum with respect to each day during such period that the higher of such Ratings was Level 2ratings with respect to Long-Term Debt were at Xxxxx 0, (cx) a rate of 0.10% per annum with respect to each day during such period that the higher of such Ratings was ratings were at Level 3 and 2, (dc) a rate of 0.125% per annum with respect to each day during such period that the higher such ratings were at Xxxxx 0, (x) a rate of 0.15% per annum with respect to each day during such Ratings was period that such ratings were at Level 4, (e) at the rate of 0.25% per annum with respect to each day during such period that such ratings were at Xxxxx 0, and (f) at the rate of 0.50% per annum with respect to each day during such period that such ratings were at Level 6. If any change in the Rating rating established by S&P or Xxxxx'x with respect to Long-Term Debt shall result in a change in the Level, the change in the facility fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating)announced. If Ratings are unavailable from both the ratings established by S&P or Xxxxx'x with respect to Long-Term Debt are unavailable for any reason for any day, then the applicable Level for purposes of calculating the facility fee for such day shall be deemed to be Xxxxx 0 (or, if the Majority Requisite Lenders consent in writing, such other Level as may be reasonably determined by the Majority Requisite Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Requisite Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree to ------------- pay to the Agent for the account of each Lender a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances), whether used or unused and without giving effect to any CP Reduction or B Reduction, from the date hereof in the case of each Bank and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date of such Lender, payable in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 20001995, and on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (whether used or unused and without giving effect to any B Reduction or CP Reduction) in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.050.09% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.080.10% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.100.125% per annum with respect to each day during such period that the higher of such Ratings was Xxxxx 0, (x) a rate of 0.15% per annum with respect to each day during such period that the higher of such Ratings was Level 3 4 and (de) a rate of 0.1250.185% per annum with respect to each day during such period that the higher of such Ratings was to which Level 45 applies. If any change in the Rating shall result in a change in the Level, the change in the facility fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating). If Ratings are unavailable from both S&P or Xxxxx'x for any reason for any day, then the applicable Level for purposes of calculating the facility fee for such day shall be deemed to be Xxxxx 0 (or, if the Majority Lenders consent in writing, such other Level as may be reasonably determined by the Majority Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.

Facility Fees. The Borrowers jointly and severally agree Borrower agrees to ------------- pay to the Administrative Agent for the account of each Lender (other than the Designated Bidders) a facility fee on the amount of such Lender's Commitment (or if no Commitment is in effect, Advances)daily average Commitment, whether used or unused and without giving effect to any B Bid Reduction, from the date hereof Effective Date in the case of each Bank Lender, other than a New Lender, from the Second Amendment Effective Date with respect to a New Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender Lender, in each case, until the Termination Date of such Lender, payable quarterly in arrears on the last day of each March, June, September and December during the term of such Lender's Commitment, commencing September 30, 20001996 with respect to each Lender, other than a New Lender, and from the Second Amendment Effective Date with respect to a New Lender, and, in each case, on the Termination Date of such Lender, in an amount equal to the product of (i) the average daily amount of such Lender's Commitment (daily average Commitment, whether used or unused and without giving effect to any B Bid Reduction) , in effect during the period for which such payment that is to be made times (ii) the weighted average rate per annum that is derived from the following rates: (a) a rate of 0.05% per annum with respect to each day during such period that the higher of the Ratings was Xxxxx 0, (x) a rate of 0.08% per annum with respect to each day during such period that the higher of such Ratings was Level 2, (c) a rate of 0.10% per annum with respect to each day during such period that the higher ratings with respect to Long-Term Debt were at Levex 0, (x) x xate of 0.110% per annum with respect to each day during such Ratings was period that such ratings were at Level 3 and 2, (dc) a rate of 0.125% per annum with respect to each day during such period that such ratings were at Levex 0, (x) x xate of 0.1875% per annum with respect to each day during such period that such ratings were at Levex 0, xxd (e) at the higher rate of 0.2500% per annum with respect to each day during such Ratings was period that such ratings were at Level 45. If any change in the Rating rating established by S&P, Moodx'x xx Duff & Xhelxx with respect to Long-Term Debt shall result in a change in the Level, the change in the facility commitment fee shall be effective as of the date on which such rating change is publicly announced (in the case of a public rating) or is disclosed to the Corporation (in the case of a private rating)announced. If Ratings the ratings established by any two of S&P, Moodx'x xx Duff & Phelxx xxxh respect to Long-Term Debt are unavailable from both S&P or Xxxxx'x for 4 any reason for any day, then the applicable Level level for purposes of calculating the facility commitment fee for such day shall be deemed to be Xxxxx Levex 0 (orxx, if the Majority Requisite Lenders consent in writing, such other Level as may be reasonably determined by the Majority Requisite Lenders from a rating with respect to Long-Term Debt or the Corporation for such day established by another rating agency reasonably acceptable to the Majority Requisite Lenders). If no Rating is available from S&P or Xxxxx'x (but not both) for any reason for any day, then the applicable Level shall be set by reference to the Rating of S&P or Xxxxx'x that is available for such day.