Commitment and Utilization Fees. The Company shall pay to the Bank for the ratable account of the Lenders, for each day that the Total Commitment shall (subject to the terms and conditions hereof) be in effect, a fee (the "Commitment Fee") (computed on the basis of the actual number of days elapsed in a year of 360 days) equal to the Applicable Commitment Fee Rate applied to the Unused Commitment. The Commitment Fee accrued with respect to any calendar quarter shall be paid on the last day of the month following the end of such calendar quarter and on the Termination Date for such fees accrued up to that date. The Company shall pay to the Bank for the ratable account of the Lenders, for each day that the Outstandings are more than 33.33% and 66.67%, respectively, of the Total Commitment on such day, a fee (the "Utilization Fee") (computed on the basis of the actual number of days elapsed in a year of 360 days) equal to the Applicable Utilization Fee Rate applied to the Outstandings. The Utilization Fee accrued with respect to any calendar quarter shall be paid on the last day of the month following the end of such calendar quarter and on the Termination Date for such fees accrued up to that date.

Commitment and Utilization Fees. (a) The Company shall pay to the Bank for the ratable account of the Lenders, for each day that the Total Commitment shall (subject to the terms and conditions hereof) be in effect, a fee (the "Commitment Fee") (computed on the basis of the actual number of days elapsed in a year of 360 days) equal to the Applicable Commitment Fee Rate applied to the Unused Commitment. The Commitment Fee accrued with respect to any calendar quarter shall be paid on the last day of the month following the end of such calendar quarter and on the Termination Date for such fees accrued up to that date.

Commitment and Utilization Fees. (a) The Borrower agrees to pay to the Agent, on behalf of the Lenders in accordance with their Facility A Commitment Percentages, a commitment fee (the "Facility A Commitment Fee") calculated daily for the period commencing on the date hereof through and including the Facility A Maturity Date, or such earlier date upon which the Facility A Commitments shall terminate, at the rate per annum (expressed in Basis Points), set forth in the table below, opposite the Debt Rating then in effect MULTIPLIED BY the amount by which the Facility A Total Commitment exceeds the aggregate Facility A Revolving Credit Debt outstanding on such day; PROVIDED that, in the event of a split Debt Rating by S&P and Xxxxx'x, the higher rating shall apply unless the Debt Rating by S&P and Xxxxx'x is split by more than one level, in which case the average rating shall apply: FACILITY A DEBT RATING COMMITMENT FEE RATE S&P: A- 10.0 Moody's: A3 or better S&P: BBB+ 12.5 Moody's: Baa1 S&P: BBB 15.0 Moody's: Baa2 S&P: BBB- 20.0 Moody's: Baa3

Commitment and Utilization Fees. The Company shall pay to the Agent for the account of each Bank a commitment fee equal to the Applicable Commitment Fee Percentage times the actual daily unused portion of 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 Agent. For purposes hereof, each Bank's Commitment shall be deemed utilized to the extent of its Pro Rata Share of all outstanding Loans and L/C Obligations. Such commitment fee shall accrue from the 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 with the first calendar quarter ending after the Closing Date 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 2.06, 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 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. The Company also agrees to pay to the Agent for the pro-rata account of each Bank a utilization fee for each day on which the Effective Amount of all Loans outstanding plus the Effective Amount of all L/C Obligations outstanding is greater than 50% of the aggregate Commitments, from the date hereof to and including the later of the Revolving Termination Date and the date all Loans and L/C Obligations are paid in full. Such utilization fee shall be equal to .05% multiplied by the aggregate outstanding Effective Amount of all Loans and L/C Obligations on such day and shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing December 31, 1998 through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date."

Commitment and Utilization Fees. 24 SECTION 2.04. Several Obligations...............................................................................25 SECTION 2.05. Notes.............................................................................................25 SECTION 2.06. Use of Proceeds...................................................................................26 SECTION 2.07. Currency Fluctuations and Mandatory Prepayments of Foreign Currency Amounts...........................................................26 SECTION 2.08. Increase in Commitment Amount.....................................................................27 SECTION 2.09. Additional Subsidiary Borrowers...................................................................27 ARTICLE III BORROWINGS, PREPAYMENTS AND INTEREST OPTIONS SECTION 3.01. Borrowings........................................................................................27 SECTION 3.02. Prepayments.......................................................................................28

Related to Commitment and Utilization Fees

Revolving Commitment Fee The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Rate with respect to commitment fees for such Facility times the actual daily amount by which the aggregate Revolving Credit Commitments for such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility plus (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any commitment fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; provided, further, that no commitment fee shall accrue on any of the Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee with respect to each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the applicable conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the applicable Revolving Credit Facility. The commitment fee with respect to each Revolving Credit Facility shall be calculated quarterly in arrears.
Utilization Fees (i) If on any day the sum of the aggregate outstanding principal amount of all Loans to the Borrowers plus the L/C Obligations then outstanding exceeds the product of (A) one-half (1/2) times (B) the Revolving Loan Commitment, each Borrower shall pay to the Administrative Agent, for the pro rata benefit of each Lender, a per annum fee equal to the Applicable Percentage for Utilization Fees multiplied by such Borrower’s outstanding Loans plus the L/C Obligations then outstanding (the “Utilization Fees”).
Utilization Fee If the aggregate outstanding amount of (i) all Revolving Credit Advances hereunder and (ii) all "Revolving Credit Advances" under (and as defined in) the Three-Year Agreement exceeds thirty-three percent (33%) of the aggregate amount of (x) all Commitments hereunder and (y) all "Commitments" under (and as defined in) the Three-Year Agreement then in effect on such date (or, if any of the Commitments or "Commitments" have been terminated, the aggregate amount of all Commitments and "Commitments" in effect immediately prior to such termination), the Borrower will pay to the Agent for the ratable benefit of the Lenders a utilization fee (the "Utilization Fee") at a per annum rate equal to the Applicable Utilization Fee Rate in effect from time to time payable on the aggregate outstanding amount of all Revolving Credit Advances on such date, payable in arrears quarterly on the last day of each March, June, September and December, and on the Revolver Termination Date.
Non-Utilization Fee The Borrower agrees to pay to the Bank a non-utilization fee equal to one-quarter of one percent (0.25%) of the total of (a) the Revolving Loan Commitment, minus (b) the sum of (i) the daily average of the aggregate principal amount of all Revolving Loans outstanding, plus (ii) the daily average of the aggregate amount of the Letter of Credit Obligations, which non- utilization fee shall be (A) calculated on the basis of a year consisting of 360 days, (B) paid for the actual number of days elapsed, and (C) payable monthly in arrears on the last day of each month, commencing on September 30, 2006, and on the Revolving Loan Maturity Date.
Facility Fees During the period from the Effective Date to but excluding the Termination Date, the Borrower agrees to pay to the Administrative Agent for the account of the Lenders a facility fee equal to the daily aggregate amount of the Commitments (whether or not utilized) times a rate per annum equal to the Applicable Facility Fee. Such fee shall be payable quarterly in arrears on the first day of each January, April, July and October during the term of this Agreement and on the Termination Date or any earlier date of termination of the Commitments or reduction of the Commitments to zero. The Borrower acknowledges that the fee payable hereunder is a bona fide commitment fee and is intended as reasonable compensation to the Lenders for committing to make funds available to the Borrower as described herein and for no other purposes.
Revolving Credit Commitment Fee The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders in accordance with their Revolver Percentages a commitment fee at the rate per annum equal to the Applicable Margin (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed) on the average daily Unused Revolving Credit Commitments. Such commitment fee shall be payable quarterly in arrears on the last day of each March, June, September, and December in each year (commencing on the first such date occurring after the date hereof) and on the Revolving Credit Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the commitment fee for the period to the date of such termination in whole shall be paid on the date of such termination.
Commitment Fee The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
Commitment Fees, etc (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Credit Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Credit Termination Date, commencing on the first of such dates to occur after the date hereof.
Incremental Revolving Commitments (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (y) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan, must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)).

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