Common use of Commitment Fees Clause in Contracts

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the (i) The Borrower agrees to shall pay to the Administrative Agent Agent, for the account of each Revolving Credit A Lender in accordance with its Applicable Percentage, a commitment fee, which shall accrue at fee in Dollars equal to the applicable Commitment Fee product of (i) the Applicable Rate on times (ii) the actual daily amount by which the Aggregate Revolving A Commitments exceed the sum of (y) the Outstanding Amount of Revolving A Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the undrawn Commitment of such Aggregate Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that A Commitments for purposes of calculating determining the Commitment Fee owing to commitment fee. The commitment fee shall accrue at all times during the Availability Period, including at any Revolving Credit Lender, time during which one or more of the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that conditions in Article V is not a Refunded Swing Line Loan. Accrued Commitment Fees met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)December, commencing on with the first such date to occur after the date hereofClosing Date, and on the last day of the Availability Period. If The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Commitment of any Revolving Credit Lender Applicable Rate during any such three-month periodquarter, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Applicable Rate separately for each period during such three-month period quarter that such Commitment Applicable Rate was in effect. All Commitment Fees . (ii) The Borrower shall be computed on pay to the basis Administrative Agent, for the account of each Revolving B Lender in accordance with its Applicable Percentage, a year commitment fee in Dollars equal to the product of 360 days, unless such computation would (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving B Commitments exceed the Highest Lawful Rateaggregate Outstanding Amount of the Revolving B Loans. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)Article V is not met, and shall be due and payable for quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual number of days elapsed (including daily amount shall be computed and multiplied by the first day but excluding the last day)Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to (a) The Borrowers shall pay to the Administrative Operations Agent for the account ratable benefit of each Revolving Credit Lender the Banks, and in accordance with the Specified Percentages, a commitment fee, which shall accrue at fee (the applicable Commitment Fee Rate "COMMITMENT FEE") for the period commencing on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from date hereof to and including the date termination of this Agreement the Commitments hereunder equal to but excluding seven and one-half (7-1/2) basis points (75/1000 of 1%) per annum of the Termination Date (such fee, average daily unused portion of the “Commitment Fee”); provided, that Commitments without reduction for purposes of calculating the outstanding Swing Line Loans. The Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable quarterly in arrears on the fifteenth Banking Day of each April, July, October and January of each year for the calendar quarter ending as of the last day of each March, June, September and December of each year (with respect to the immediately preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)month, commencing on the first such date to occur after next succeeding the date hereof. If there is any change , and, in connection with the Commitment partial reduction of the Maximum Committed Credit Amount in accordance with Section 2.02(a) hereof, on the date of such reduction, and on the date of any Revolving Credit Lender during termination of any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by Commitments. With respect to each quarterly payment, the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year the average daily unused portion of 360 daysthe Commitments during such quarter or shorter period without reduction for Swing Line Loans outstanding during such period. (b) Without duplication of the amounts payable pursuant to Section 4.07 hereof, unless if any change in any requirement imposed upon any Bank by any law of the United States of America or any state or political subdivision thereof to which such computation would exceed Bank may be subject or by any regulation, order, interpretation, ruling or official directive (whether or not having the Highest Lawful Rateforce of law) of the Board, the FDIC or any other board or governmental or administrative agency of the United States of America or any state or political subdivision thereof to which such Bank may be subject shall impose, increase, modify or deem applicable any reserve, special deposit, assessment or other requirement against the Commitment of such Bank hereunder, and the result of the foregoing, in which case interest the reasonable determination of such Bank (in consultation with the Operations Agent), is to impose a cost on such Bank that is attributable to it maintaining its Commitment hereunder, then upon five (5) Banking Days' prior notice to the Borrowers from such Bank (with a copy to the Operations Agent), the Commitment Fee payable to such Bank shall be computed on increased, for so long as such increased cost is imposed, to the extent such Bank determines is necessary to compensate it for such increased cost. The determination by such Bank of the amount thereof, if made in good faith, shall, in the absence of manifest error, be conclusive, and, at the request of the Borrowers, such Bank shall demonstrate the basis for such determination. (c) No portion of the Commitment Fee paid by any Borrower shall be subject to refund, reduction or proration, PROVIDED, HOWEVER, if, after any adjustment in the Commitment Fee pursuant to paragraph (b) of this Section 5.01, any part of the increased cost paid by a year Bank is subsequently recovered, such Bank shall reimburse the Borrowers to the extent of 365 days the amount so recovered. A certificate of an officer of such Bank setting forth the amount of such recovery and the basis thereof (or 366 days in a leap yearsuch other communication as shall be consistent with the policy of such Bank), and shall if made in good faith, shall, in the absence of manifest error, be payable for the actual number of days elapsed (including the first day but excluding the last day)conclusive.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Percentage, a commitment fee, which shall accrue at fee in Dollars equal to the applicable Commitment Fee Applicable Rate on times the actual daily amount by which the Revolving Facility exceeds the sum of (i) the undrawn Commitment Outstanding Amount of such Revolving Credit Lender during Loans and (ii) the period from and including the date Outstanding Amount of this Agreement to but excluding the Termination Date L/C Obligations (such fee, the “Revolving Commitment Fee”); provided, that for purposes of calculating the . The Revolving Commitment Fee owing to shall accrue at all times during the relevant Availability Period, including at any Revolving Credit Lender, time during which one or more of the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that conditions in Section 4.02 is not a Refunded Swing Line Loan. Accrued Commitment Fees met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)December, commencing on with the first such date to occur after the Closing Date and on the last day of the Availability Period for the Revolving Facility. In addition, commencing on July 2, 2022, the Borrower shall pay to the Administrative Agent for the account of each Term Lender in accordance with its Applicable Percentage of the Term Facility, a commitment fee equal to the Applicable Rate times the actual daily amount of the aggregate outstanding unfunded Term Commitments on and after July 2, 2022 (the “Term Commitment Fee”). The Term Commitment Fee shall accrue at all times on and after July 2, 2022 and ending on the last day of the relevant Availability Period, 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 hereofto occur after July 2, 2022, and on the last day of the Availability Period for the Term Facility. If The commitment fee shall be calculated quarterly in arrears and if there is any change in the Commitment of any Revolving Credit Lender Applicable Rate during any such three-month periodquarter, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Applicable Rate separately for each period during such three-month period quarter that such Commitment Applicable Rate was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with such Revolving Lender’s pro rata share or other applicable share provided for under this Agreement, a commitment fee, which shall accrue at the applicable Commitment Fee Rate fee equal to 0.50% per annum on the actual average daily amount undrawn portion of the undrawn Commitment Revolving Commitments; provided that any commitment fee accrued with respect to any of such Revolving Credit the Commitments of a Defaulting Lender during the period from prior to the time such Lender became a Defaulting Lender and including the date of this Agreement to but excluding the Termination Date (unpaid at such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender time shall not be reduced payable by the amount Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender’s Applicable . The commitment fee on each Revolving Credit Percentage Commitment shall accrue at all times from the Closing Date until the Revolving Facility Maturity Date, including at any time during which one or more of any Swing Line Loan that the conditions in Article IV is not a Refunded Swing Line Loan. Accrued Commitment Fees met, and shall be due and payable quarterly in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)Quarterly Date, commencing on with the first such date to occur after the date hereofClosing Date and on the Revolving Facility Maturity Date. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment The commitment fee shall be computed calculated quarterly in arrears and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed in a year of three hundred sixty (including the first day but excluding the last day)360) days.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the (i) The Borrower agrees to shall pay to the Administrative Agent for the account of each the Non-rollup Revolving Credit Lender Lenders a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date hereof in the case of this Agreement each such Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to but excluding which it became a Lender in the case of each other such Lender until the Termination Date (such feeDate, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last Effective Date, thereafter monthly on the first day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) month and on the Termination Date, at the rate of 1.5% per annum on the average daily unused portion of the Unused Non-rollup Revolving Credit Commitment of such Lender; provided, however, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (ii) The Borrower shall pay to the Administrative Agent for the account of the Rollup Revolving Credit Lenders a commitment fee, from the Final Term Advance Date in the case of each such Initial Lender and (andif such date is later than the Final Term Advance Date) the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other such Lender until the Termination Date, if applicablepayable in arrears on the Effective Date, thereafter on demand), commencing monthly on the first such date to occur after day of each month and on the date hereof. If there is any change in Termination Date, at the rate of 1.5% per annum on the average daily unused portion of the Unused Rollup Revolving Credit Commitment of such Lender; provided, however, that no commitment fee shall accrue on any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment Commitments of a Defaulting Lender so long as such Lender shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Defaulting Lender.

Commitment Fees. Except as otherwise provided in Section 5.03(b)(i) The Borrowers agree to pay, the Borrower agrees to pay on a joint and several basis, to the Administrative Agent for the account of (i) (A) each of the Lenders having a Revolving Credit Lender Loan Commitment and (B) each of the Lenders having an SSI Revolving Loan Commitment, in accordance with such Lender’s applicable Commitment Ratio, a commitment feefee on the unused Revolving Loan Commitment and SSI Revolving Loan Commitment of such Lender for each day from the effective date of the Assumption Agreement through and including the Maturity Date and (ii) (A) each Lender having a DDTL Commitment and (B) each Lender having an SSI DDTL Commitment in accordance with such Lender’s applicable Commitment Ratio, which shall accrue a commitment fee on the unused DDTL Commitment and SSI DDTL Commitment of such Lender for each day from the Agreement Date through and including the DDTL Commitment Termination Date, in each case, at the applicable Commitment Fee Rate rate set forth below, based upon the Applicable Debt Rating (as such Applicable Debt Rating is determined pursuant to Section 2.4(a)(ii)) in effect on such date as set forth below: A. > BBB or Baa2 0.100% B. BBB or Baa2 0.150% C. BBB- or Baa3 0.225% D. BB+ or Ba1 0.250% E. BB or Ba2 0.300% F. < BB or Ba2 0.375% [Notwithstanding the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from foregoing, through and including the date of this Agreement to but excluding the Termination Date (such feeApril 30, 2006, the “Commitment Fee”); provided, that applicable rate for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees commitment fees set forth in this Section 2.4(a)(i) shall be payable in arrears on the last day of each March0.225%.] In addition, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such payment date to occur after for commitment fees following the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month periodCombination Date, the actual daily amount payment of commitment fees hereunder shall include, without duplication, all commitment fees accrued prior to the Commitment shall be computed Combination Date under the AMT Loan Agreement and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effectSSI Loan Agreement but unpaid. All Commitment Fees Such commitment fee shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 365/366 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding elapsed, shall be payable quarterly in arrears on the last dayday of each fiscal quarter (provided, that if such day is not a Business Day, such commitment fee shall be payable on the next succeeding Business Day), and shall be fully earned when due and non-refundable when paid. A final payment of any commitment fee then payable with respect to (A) the Revolving Loan Commitments and SSI Revolving Commitment shall be due and payable on the Maturity Date and (B) the DDTL Commitments and SSI DDTL Commitments shall also be due and payable on the DDTL Commitment Termination Date and SSI DDTL Commitment Termination Date, as applicable.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than any Defaulting Lenders) in accordance with its Applicable Lender Percentage, a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during fee for the period from and including the date of this Agreement Closing Date to but excluding the Termination Maturity Date (or such fee, earlier date on which the “Commitment Fee”); provided, that for purposes of calculating Revolving Credit Commitments shall have expired or terminated) equal to the Commitment Fee owing Rate divided by three hundred and sixty (360) days and multiplied by the number of days in the Fiscal Quarter and then multiplied by the amount, if any, by which the Average Facility Balance with respect to any the Revolving Credit LenderFacility for such Fiscal Quarter (or portion thereof that the Revolving Credit Commitments are in effect) is less than the aggregate amount of the Revolving Credit Commitments; provided that if the Revolving Credit Commitments are terminated on a day other than the first day of a Fiscal Quarter, then any such fee payable for the undrawn Commitment Fiscal Quarter in which termination shall occur shall be paid on the effective date of such Revolving Credit Lender termination and shall not be reduced by based upon the amount number of days that have elapsed during such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loanperiod. Accrued Commitment Fees shall be payable in arrears on the last first day of each MarchJanuary, JuneApril, September July and December October of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter date on demand)which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month periodSeptember 30, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect2022. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day and the last day of each period but excluding the last daydate on which the Commitments terminate).

Commitment Fees. Except as otherwise provided in Section 5.03(b)In consideration of each Lender’s Revolving Credit Commitment, the Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date fee (such fee, the each a “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of each March, June, September and December of each year ) (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed in a year composed of 360 days, subject to the terms of Section 10.6 hereof) in an amount equal to the product of (including A) 0.375% times (B) such Lender’s average Unused Revolving Credit Commitment for the first day but excluding applicable calculation period; provided, however, that such Lender’s pro rata share of the Swingline Exposure shall be disregarded for purposes of calculating such Lender’s Unused Revolving Credit Commitment for Commitment Fee purposes, except in respect of the Swingline Lender, whose Unused Revolving Credit Commitment for Commitment Fee purposes shall be reduced by the Swingline Exposure. The Commitment Fee shall be due and payable in arrears (i) on the last day)Business Day of each September, December, March and June prior to the Revolving Credit Termination Date, commencing September 30, 2005, and (ii) on the Revolving Credit Termination Date, with each Commitment Fee to commence to accrue as of the date hereof and to be effective as to any reduction in the Total Revolving Credit Commitment pursuant to Section 2.4(a) below as of the date of any such decrease, and each Commitment Fee shall cease to accrue (except with respect to interest at the Default Rate on any unpaid portion thereof) on the Revolving Credit Termination Date. All past due Commitment Fees shall bear interest at the Default Rate and shall be payable upon demand by the Agent.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the 9.12.1 The Borrower agrees to shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender Lender, a commitment feefee from July 1, which shall accrue at 2021 until the applicable Commitment Fee Rate Facility A Maturity Date calculated on the actual a daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by basis on the amount of such Lender’s Facility A Available Commitment at the rate per annum equal to the Applicable Revolving Credit Percentage Margin with respect to the calculation of any Swing Line Loan that the commitment fee in effect from time to time during the period for which such payment is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be made, payable in arrears on the first day of the calendar month immediately following the last day of each Marchfiscal quarter of the Borrower, Juneand if such day is not a Banking Day, September then on the next following Banking Day, commencing on October 1, 2021, and December also on the Facility A Maturity Date. For the purpose of this Section 9.12.1, each Lender’s Facility A Available Commitment means at any time such Lender’s Facility A Commitment at such time less its Facility A Participation in the amount of the Facility A Loan in CDollars, less the Swingline Loan (in the case of the Swingline Lender) in CDollars at such time, less its Facility A Participation in the Equivalent Amount in CDollars of the Facility A Loan in USDollars at such time and less the Equivalent Amount in CDollars of the Swingline Loan in USDollars (in the case of the Swingline Lender). For the purposes of this Section 9.12.1, the Equivalent Amount in CDollars to be determined for any day of a month comprised in any calculation period shall be deemed to be the rate for the purchase of the relevant currency quoted or published or otherwise made available by the Bank of Canada at 4:30 p.m. on the first Business Day in such month. Such fee is payable in CDollars. 9.12.2 The Borrower shall pay to the Administrative Agent, for the account of each year (Lender, a commitment fee from July 1, 2021 until the Facility C Maturity Date calculated on a daily basis on the amount of such Lender’s Facility C Available Commitment at the rate per annum equal to the Applicable Margin with respect to the preceding three months or portion thereof) and calculation of the commitment fee in effect from time to time during the period for which such payment is made, payable in arrears on the Termination Date (andfirst day of the calendar month immediately following the last day of each fiscal quarter of the Borrower, and if applicablesuch day is not a Banking Day, thereafter then on demand)the next following Banking Day, commencing on October 1, 2021, and also on the first Facility C Maturity Date. For the purpose of this Section 9.12.29.12.2, each Lender’s Facility C Available Commitment means at any time such date to occur after the date hereof. If there is any change Lxxxxx’s Facility C Commitment at such time less its Facility C Participation in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment Facility C Loan. 9.12.3 The Borrower shall be computed and multiplied by pay to the Commitment Fee Rate separately Administrative Agent, for the account of each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed Lender, a commitment fee from July 1, 2021 until the Facility D Maturity Date calculated on a daily basis on the amount of such Lender’s Facility D Available Commitment at the rate per annum equal to the Applicable Margin with respect to the calculation of the commitment fee in effect from time to time during the period for which such payment is made, payable in arrears on the first day of the calendar month immediately following the last day of each fiscal quarter of the Borrower, and if such day is not a Banking Day, then on the next following Banking Day, commencing on October 1, 2021, and also on the Facility D Maturity Date. For the purpose of this Section 9.12.3, each Lender’s Facility D Available Commitment means at any time such Lxxxxx’s Facility D Commitment at such time less its Facility D Participation in the amount of the Facility D Loan. 9.12.4 The Borrower shall pay to the Administrative Agent, for the account of each Lender, a commitment fee for a period of 12 months from the date of this Agreement calculated on a daily basis on the amount of such Lxxxxx’s Facility E Available Commitment at the rate per annum equal to the Applicable Margin with respect to the calculation of the commitment fee in effect from time to time during the period for which such payment is made, payable in arrears on the first day of the calendar month immediately following the last day of each fiscal quarter of the Borrower, and if such day is not a year Banking Day, then on the next following Banking Day, commencing on October 1, 2021. For the purpose of 360 daysthis Section 9.12.4, unless each Lender’s Facility E Available Commitment means at any time such computation would exceed Lxxxxx’s Facility E Commitment at such time less its Facility E Participation in the Highest Lawful Rate, in which case interest amount of the Facility E Loan. 9.12.5 The commitment fees shall accrue from day to day and be computed calculated on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable ) days for the actual number of days elapsed (including elapsed. Under no circumstances shall any such commitment fee be refundable either in whole or in part, even if no Advance is ever made under the first day but excluding the last day)terms hereof.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee, which shall accrue at fee (the applicable “Revolver Commitment Fee Fee”) in Dollars equal to the Applicable Rate on with respect to the “Revolver Commitment Fee” (as specified in the definition of “Applicable Rate”) times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations under the Revolving Credit Facility, subject to adjustment as provided in Section 2.18. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the undrawn Commitment of such Aggregate Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that Commitments for purposes of calculating determining the Revolver Commitment Fee. The Revolver Commitment Fee owing to any shall accrue at all times during the Availability Period for the Revolving Credit LenderFacility, including at any time during which one or more of the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that conditions in Article IV is not a Refunded Swing Line Loan. Accrued Commitment Fees met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)December, commencing on with the first such date to occur after the date hereof2021 Refinancing Amendment Effective Date, and on the last day of the Availability Period for the Revolving Credit Facility. If The Revolver Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Commitment of any Revolving Credit Lender Applicable Rate during any such three-month periodquarter, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Applicable Rate separately for each period during such three-month period quarter that such Commitment Applicable Rate was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower (i) The Company agrees to pay to the Administrative Agent Revolver Agent, for the account ratable benefit of each Lender that is a Revolving Credit Lender a as consideration for its Revolving Commitment, nonrefundable commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date fees (such fee, the “Commitment FeeFees”); provided, that for purposes of calculating ) accruing from the Commitment Fee owing to any date hereof until the Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of Facility Termination Date based upon such Lender’s Applicable Revolving Credit Fixed Commitment Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued the Total Revolving Commitment Fees shall be payable in arrears effect on the last day of each Marchday, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the day at a rate per annum equal to 50.00 basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be points (computed on the basis of a year of 365 days (or 366 days in a leap year)days, as the case may be, and actual days elapsed) times (B) the average daily Unutilized Revolving Commitment (for purposes of this computation, Swing Loans shall be deemed not to be borrowed amounts under the Revolving Credit Commitment); provided, however, that any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable for by the actual number Company so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Company prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Commitment of days elapsed a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (including the first day but excluding ii) Accrued Commitment Fees shall be due and payable in arrears on the last day)Business Day of each June, September, December and March and on the Revolving Facility Termination Date.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to shall pay to the Administrative Agent Agent: (i) for the account of each Revolving Credit Lender in accordance with its Revolving Commitment Percentage thereof a commitment fee in Dollars equal to the Applicable Percentage times the actual daily amount by which the Aggregate Revolving Commitments exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15 (and for the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining such commitment fee); and (ii) for the account of each Term Lender in accordance with its Term Loan Commitment Percentage thereof, which shall accrue at a commitment fee in Dollars equal to the applicable Commitment Fee Rate on Applicable Percentage times the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from unused aggregate Term Loan Commitments, subject to adjustment as provided in Section 2.15. The commitment fees payable under clauses (i) and including the date of this Agreement to but excluding the Termination Date (such feeii) above (collectively, the “Commitment Fee”); provided) shall accrue at all times during the applicable Commitment Period, that for purposes including at any time during which one or more of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that conditions in Article V is not a Refunded Swing Line Loan. Accrued Commitment Fees met, and shall be due and payable quarterly in arrears on the last tenth (10th) day of each MarchJanuary, JuneApril, September July and December of each year October (with respect to for the preceding three months or portion thereof) and on Commitment Fee accrued during the Termination Date (and, if applicable, thereafter on demandprevious calendar quarter), commencing on with the first such date to occur after the date hereofClosing Date, and on the Revolving Termination Date (with respect to the Commitment Fee under clause (i) only) and the Term Loan Termination Date (with respect to the Commitment Fee under clause (ii) only). If The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Commitment of any Revolving Credit Lender Applicable Percentage during any such three-month periodquarter, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate Applicable Percentage separately for each period during such three-month period quarter that such Commitment Applicable Percentage was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b)In consideration of each Lender’s US Revolving Credit Commitment, the US Borrower agrees to pay to the US Administrative Agent for the account of each Revolving Credit US Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date fee (such fee, the each a “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of each March, June, September and December of each year ) (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed in a year composed of 360 days, subject to the terms of Section 10.6 hereof) in an amount equal to the product of (including A) 0.25% times (B) such US Lender’s average Unused US Revolving Credit Commitment for the first day but excluding applicable calculation period; provided, however, that such US Lender’s pro rata share of the Swingline Exposure shall be disregarded for purposes of calculating such US Lender’s Unused Revolving Credit Commitment for Commitment Fee purposes, except in respect of the Swingline Lender, whose Unused Revolving Credit Commitment for Commitment Fee purposes shall be reduced by the Swingline Exposure. The Commitment Fee shall be due and payable in arrears (i) on the last day)Business Day of each September, December, March and June prior to the Revolving Credit Termination Date, commencing December 31, 2007, and (ii) on the Revolving Credit Termination Date, with each Commitment Fee to commence to accrue as of the date hereof and to be effective as to any reduction in the Total US Revolving Credit Commitment pursuant to Section 2.4(a) below as of the date of any such decrease, and each Commitment Fee shall cease to accrue (except with respect to interest at the Default Rate on any unpaid portion thereof) on the Revolving Credit Termination Date. All past due Commitment Fees shall bear interest at the Default Rate and shall be payable upon demand by the Administrative Agent.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower Company agrees to pay to the Administrative Agent Agent, for the account of distribution to (i) each Lender having a Revolving Credit Lender a Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during fees for the period from and including the date of this Agreement Closing Date to but and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitments over the aggregate principal amount of outstanding Revolving Loans and Letter of Credit Usage (such fee, but not any outstanding Swing Line Loans) MULTIPLIED BY the “Commitment Fee”); provided, that for purposes of calculating the Applicable Commitment Fee owing Percentage and (ii) each Lender having a Tranche A Term Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from and including the Closing Date to and excluding the Tranche A Term Loan Commitment Termination Date equal to any Revolving Credit Lender, undrawn portion of the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Tranche A Term Loan Commitments that is not available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable Commitment Fee Percentage, each such commitment fees to be calculated on the basis of a Refunded Swing Line Loan. Accrued Commitment Fees shall 365-day or 366-day year, as the case may be, and the actual number of days elapsed and to be payable quarterly in arrears on the last day March 15, June 15, September 15 and December 15 of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)year, commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month periodClosing Date, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 daysRevolving Loan Commitment Termination Date or the Tranche A Term Loan Commitment Termination Date, unless such computation would exceed as the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)may be.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee, which shall accrue at fee (“Commitment Fee”) equal to the applicable Commitment Fee Applicable Rate on with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the undrawn Commitment Outstanding Amount of such Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations. The commitment fee on the Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date applicable to any Initial Revolving Credit Lender during for the period from and including the date of this Agreement Revolving Credit Facility (or, with respect to but excluding the Termination Date (such feeany Extended Revolving Credit Commitments, the “Commitment Fee”Maturity Date applicable thereto); provided, that for purposes including at any time during which one or more of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that conditions in Article IV is not a Refunded Swing Line Loan. Accrued Commitment Fees met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)December, commencing on with the first such date during the first full fiscal quarter to occur after the date hereofClosing Date, and on the Maturity Date applicable to any Initial Revolving Credit Lender for the Revolving Credit Facility (or, with respect to any Extended Revolving Credit Commitments, the Maturity Date applicable thereto). If The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Commitment of any Revolving Credit Lender Applicable Rate during any such three-month periodquarter, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Applicable Rate separately for each period during such three-month period quarter that such Commitment Applicable Rate was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to pay to the Administrative Agent (i) for the account of each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual average daily amount of the undrawn unused amount of the Revolving Loan Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date Date, and (such ii) for the account of each Term Lender a commitment fee, which shall accrue at the “Commitment Fee”); provided, that for purposes of calculating the applicable Commitment Fee owing to any Revolving Credit Lender, Rate on the undrawn unused amount of the Delayed Draw Commitment of such Revolving Credit Term Lender shall not be reduced by during the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line LoanDelayed Draw Availability Period. Accrued Commitment Fees commitment fees shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)Date, commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For avoidance of doubt, (A) the “unused amount” of the Revolving Loan Commitment of any Revolving Lender shall be determined by subtracting such Revolving Lender’s Revolving Credit Exposure on the date of determination from such Revolving Lender’s Revolving Loan Commitment on such date of determination, and (B) the “unused amount” of the Delayed Draw Commitment of any Term Lender shall be the Delayed Draw Commitment of such Term Lender until such Term Lender makes a Delayed Draw Term Loan or such Delayed Draw Commitment terminates in accordance with Section 2.06(a).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to The Borrowers shall pay to the Administrative Agent for the account of each of the Revolving Credit Lender Lenders their respective pro rata share of a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date fee (such fee, the “Commitment Fee”); provided) equal to the product of (i) the Applicable Percentage times (ii) the actual daily amount by which the aggregate amount of the respective Revolving Commitments exceed the Outstanding Amount of the Revolving Loan Obligations in respect thereof, that subject, in each case, to adjustment for Defaulting Lenders as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swingline Loans and Competitive Bid Loans shall not be counted towards or considered usage of the respective Revolving Commitments for purposes of calculating determining the Commitment Fee. The Commitment Fee owing to shall accrue at all times during the Commitment Period, including at any Revolving Credit Lender, time during which one or more of the undrawn Commitment of such Revolving Credit Lender conditions in Article V shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees have been met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)December, commencing on with the first such date to occur after the date hereofClosing Date (and on the last day of the Commitment Period). If The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Commitment of any Revolving Credit Lender Applicable Percentage during any such three-month periodquarter, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate Applicable Percentage separately for each period during such three-month period such Commitment quarter that the Applicable Percentage was in effect. All The Commitment Fees shall Fee payable in respect of the Multi-Currency Revolving Commitments and the USD Revolving Commitments will be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, payable in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)Dollars, and shall the Commitment Fee payable in respect of the Euro Revolving Commitments will be payable for the actual number of days elapsed (including the first day but excluding the last day)in Euro.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the (a) The Borrower agrees to shall pay to the Administrative Agent Agent, for the account benefit of each Revolving Credit Term Lender (other than any Defaulting Lender), a commitment fee, fee (a “Term Loan Commitment Fee”) which shall accrue at the applicable Commitment Fee Rate a rate per annum equal to one-half of one percent (0.50%) on the actual average daily amount of the undrawn Unutilized Term Loan Commitment of each such Revolving Credit Term Lender during the period from and including the date Closing Date until the Term Conversion Date. (b) The Borrower shall pay to the Administrative Agent, for the benefit of this Agreement to but excluding each DSR Lender (other than any Defaulting Lender), a commitment fee (a “DSR Commitment Fee” and together with the Termination Date (such feeTerm Loan Commitment Fee, the “Commitment FeeFees”); provided, that for purposes ) which shall accrue at a rate per annum equal to one-half of calculating one percent (0.50%) on the Commitment Fee owing to any Revolving Credit Lender, the undrawn average daily Unutilized DSR Loan Commitment of each such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit DSR Lender during any such three-month period, the actual daily amount of period from and including the Commitment shall be computed and multiplied by Term Conversion Date until the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. Maturity Date. (c) All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Accrued Commitment Fees shall be due and payable in arrears on each Quarterly Payment Date after the Closing Date and on the Maturity Date. Commitment Fees in respect of each of the Term Facility or DSR Loan Facility, as applicable, shall cease to accrue for a Lender on the date on which the last of the Commitments of such Lender under such facility shall terminate or be terminated.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate fee on the actual average daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage Commitment, minus the aggregate of any Swing Line Loan that is not (i) the average daily outstanding principal amount of such Xxxxxx’s Revolving Credit Advances and (ii) such Xxxxxx’s Pro Rata Share of the average daily outstanding Available Amount of all Letters of Credit, from the Effective Date in the case of each Initial Lender and from the effective date specified in the Assignment and Assumption or amendment to this Agreement, as the case may be, pursuant to which it became a Refunded Swing Line Loan. Accrued Commitment Fees shall be Lender in the case of each other Lender until the Termination Date at a rate per annum equal to the Applicable PercentageCommitment Fee Rate in effect from time to time, payable in arrears quarterly on the final Business Day of each March, June, September and December, in respect of the calendar quarter ending on the final day of such March, June, September or December, as the case may be, commencing June 30, 2022, and on the Termination Date; provided that no Defaulting Lender shall be entitled to receive any Commitment Feecommitment fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay such fee that otherwise would have been required to have been paid to that Defaulting Lender). Commitment fees accrued pursuant to this Section 2.05(a) through and including the last day of each March, June, September and December of each year (with respect to shall be payable in arrears on the preceding three months or portion thereof) 15th day following such last day, and accrued commitment fees shall also be payable on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Date.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to (i) The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee, which shall accrue at fee (the applicable “Revolver Commitment Fee Fee”) in Dollars equal to the Applicable Rate on with respect to the “Revolver Commitment Fee” (as specified in the definition of “Applicable Rate”) times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations under the Revolving Credit Facility, subject to adjustment as provided in Section 2.18. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the undrawn Commitment of such Aggregate Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that Commitments for purposes of calculating determining the Revolver Commitment Fee. The ​ ​ Revolver Commitment Fee owing to any shall accrue at all times during the Availability Period for the Revolving Credit LenderFacility, including at any time during which one or more of the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that conditions in Article IV is not a Refunded Swing Line Loan. Accrued Commitment Fees met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)December, commencing on with the first such date to occur after the date hereofClosing2021 Refinancing Amendment Effective Date, and on the last day of the Availability Period for the Revolving Credit Facility. If The Revolver Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Commitment of any Revolving Credit Lender Applicable Rate during any such three-month periodquarter, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Applicable Rate separately for each period during such three-month period quarter that such Commitment Applicable Rate was in effect. All ​ (ii) The Company shall pay to the Administrative Agent for the account of each Term A US Lender in accordance with its Term A US Commitment, a commitment fee (the “Term A US Commitment Fees Fee”) in Dollars equal to 0.25% per annum times the actual daily unused portion of the Term A US Commitment of such Lender. The Term A US Commitment Fee shall be computed on accrue at all times during the basis Availability Period for the Term A US Facility including at any time during which one or more of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, conditions in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)Article IV is not met, and shall be due and payable on each Term A US Facility Draw Date and the date of termination of the Availability Period for the actual number of days elapsed (including the first day but excluding the last day).Term A US Facility. ​

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Delayed Draw Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate 2.0% per annum on the actual average daily amount of the undrawn unused amount of the Delayed Draw Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Delayed Draw Commitment Termination Date. Additionally, to the extent that the Borrower terminates the Delayed Draw Commitments (in whole or in part) pursuant to Section 2.06(b) on or prior to the date that is 18 months after the Effective Date (other than in connection with any refinancing in full of the Loans), concurrently with such feetermination the Borrower shall pay to the Administrative Agent, for the “ratable account of each of the Delayed Draw Lenders, a fee equal to the present value (discounted at the Treasury Rate) of the fee that would have accrued pursuant to the immediately preceding sentence on such terminated Delayed Draw Commitment Fee”); provided, that for purposes of calculating from the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment date of such Revolving Credit Lender shall not be reduced by termination through and including the amount earlier of (i) the one year anniversary of the date of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan termination and (ii) the date that is 18 months after the Effective Date if such Delayed Draw Commitment had not a Refunded Swing Line Loanbeen terminated and remained undrawn during such period. Accrued Commitment Fees commitment fees shall be payable in arrears on the last day Business Day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Delayed Draw Commitment Termination Date (and, if applicable, thereafter on demand)Date, commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees commitment fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest such commitment fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the (a) The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate fee on the actual daily average unused amount of the undrawn Commitment of such Lender's Revolving Credit Lender during Commitment, for the period from and including the date of this Agreement Effective Date to but excluding the Termination Date (earlier of the date such feeCommitment is terminated or expires, the “Commitment Fee”); providedat a rate per annum equal to 3/8 of 1%, except that for any day on which the Total Leverage Ratio is less than 4.50 to 1, commitment fees payable by the Borrower hereunder in respect of the Revolving Credit Commitments shall be calculated at a rate per annum equal to 1/4 of 1%. For purposes of calculating computing commitment fees under this paragraph (a), (i) the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such a Lender (other than a Lender that is also the Swingline Lender) shall be deemed to be used to the extent of the outstanding Revolving Credit Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall not be reduced by disregarded for such purpose) and (ii) the Revolving Credit Commitment of a Lender that is also the Swingline Lender shall be deemed to be used to the extent of the outstanding Revolving Credit Loans, LC Exposure and Swingline Exposure of such Lender. (b) The Borrower shall pay to the Agent for account of each Lender having an Incremental Loan Commitment a commitment fee on the daily average unused amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line 's Incremental Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees Commitment, for the period from and including such date as shall be agreed between such Lender and the Borrower to but excluding the earlier of the date such Incremental Loan Commitment is terminated or expires, at a rate per annum equal to 3/8 of 1%, except that for any day on which the Total Leverage Ratio is less than 4.50 to 1, commitment fees payable by the Borrower hereunder in arrears on respect of the last Incremental Loan Commitments shall be calculated at a rate per annum equal to 1/4 of 1%. (c) For purposes of this Section 2.04, the commitment fee rate for any day of each March, June, September and December of each year (with respect to during the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), period commencing on the first such date to occur Effective Date and ending on the third Business Day after the first date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, Borrower delivers to the actual daily amount Agent consolidated financial statements of the Commitment Borrower for the fiscal quarter ending September 30, 1998 pursuant to Section 8.01(a) hereof shall be computed and multiplied by the Commitment Fee Rate separately 3/8 of 1%. The commitment fee rate for each period during such three-month period such Commitment was in effect. All Commitment Fees any day thereafter shall be computed based upon the Total Leverage Ratio determined on the basis of the then most recent consolidated financial statements of the Borrower delivered to the Agent pursuant to Section 8.01(a) or 8.01(b) hereof. Any change in the commitment fee rate as a year result of 360 days, unless such computation would exceed a change in the Highest Lawful Rate, in which case interest Total Leverage Ratio shall be computed effective as of the third Business Day following the date the relevant consolidated financial statements of the Borrower are so delivered to the Agent, PROVIDED that in the event that the Borrower shall fail to deliver to the Agent any consolidated financial statements by the respective date required pursuant to said Section 8.01(a) or 8.01(b), the commitment fee rate shall be 3/8 of 1% for each day during the period commencing on the basis date said financial statements were so required to be delivered and ending on the third Business Day following the date such financial statements are in fact delivered to the Agent. Notwithstanding the provisions of the immediately preceding sentence, no reduction in the commitment fee rate provided for by paragraph (a) or (b) of this Section 2.04 shall be effective earlier than the date three Business Days after the date the Agent receives a year of 365 days notice from the Borrower specifically requesting such reduction. (or 366 days in a leap year), and d) Accrued commitment fees shall be payable for the actual number of days elapsed (including on each Quarterly Date, commencing with the first day but excluding Quarterly Date after the last day)Effective Date, in arrears and on the earlier of the date the related Commitments are terminated or expire.

Commitment Fees. Except as otherwise provided in Section 5.03(b)In consideration of the Term Loan Commitment, the Borrower agrees to Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender Bank, upon execution hereof and as a commitment feecondition to any Advances being requested hereunder, which shall accrue at the applicable a Term Loan Commitment Fee Rate (hereinafter referred to as the “Term Loan Commitment Fee") equal to Twelve Thousand Five Hundred and No/100s Dollars ($12,500.00). Bank acknowledges that the Term Loan Commitment Fee was paid in conjunction with the original Loan Agreement and that no further Term Loan Commitment Fee is owed with respect to the Second Addendum. In consideration of the Revolving Loan Commitment, Borrowers shall pay, jointly and severally, to the Bank a Revolving Loan Commitment Fee (hereinafter referred to as the “Revolving Loan Commitment Fee") equivalent to 1/4 of 1% per annum on the actual average daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily unadvanced amount of the Commitment shall be computed and multiplied by the Revolving Note. The Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed commence to accrue on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), Effective Date and shall be payable quarterly in arrears hereafter on the first Business Day of each calendar quarter commencing April 1, 2003, with the final fee payment due at the Revolving Maturity Date for any period then ending for which the Revolving Loan Commitment Fee shall not have been theretofore paid. In the event the Commitment terminates on any date prior to the end of any calendar quarter as a result of either (i) Borrowers terminating the Revolving Loan Commitment or (ii) Borrowers’ default hereunder followed by the termination of the Revolving Loan Commitment by the Bank as a result of such default, Borrowers, jointly and severally, will pay to Bank, on the date of such termination, the total Revolving Loan Commitment Fee due for the actual number quarter in which such termination occurs. Bank shall invoice Borrowers for the Revolving Loan Commitment Fee provided that the failure to do so shall not relieve the Borrowers of days elapsed (including their obligation to pay the first day but excluding same in the last day)time and manner set forth hereinabove after receipt of each such invoice.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the (a) The Borrower agrees to shall pay to the Administrative Agent Tranche A Lenders a commitment fee (the "Tranche A Commitment Fee") for the account of each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate period commencing on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement Filing Date to but excluding the Termination Date (such fee, or the “Commitment Fee”); provided, that for purposes earlier date of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount termination of the Commitment shall be Tranche A Commitment, computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed (on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed over a year of 360 days) at the rate of one-half of one percent (including 1/2%) per annum on the first day but excluding average daily Unused Total Tranche A Commitment. Such Tranche A Commitment Fee, to the extent then accrued, shall be payable (x) monthly, in arrears, on the last day)calendar day of each month, (y) on the Termination Date and (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the Total Tranche A Commitment. (b) The Borrower shall pay to the Tranche B Lenders a commitment fee (the "Tranche B Commitment Fee") for the period commencing on the Filing Date to the earlier of (i) the Termination Date and (ii) the date on which the Tranche B Loan is funded, computed (on the basis of the actual number of days elapsed over a year of 360 days) at the rate of one-half of one percent (1/2%) per annum on the Total Tranche B Commitment. Such Tranche B Commitment Fee, to the extent then accrued, shall be payable (w) monthly, in arrears, on the last calendar day of each month, (x) on the date on which the Tranche B Loan is funded, (y) on the Termination Date and (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the Total Tranche B Commitment.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the (a) The Revolving Borrower agrees to pay to the Administrative Agent for the account of each Lender, for the period (including any portion thereof when any of its Commitments are suspended by reason of the Revolving Credit Lender Borrower's inability to satisfy any condition of ARTICLE VI) commencing on the Original Effective Date and continuing through the final Revolving Commitment Termination Date, a commitment fee, which shall accrue fee on such Lender's Percentage of the sum of the average daily unused portion of the Revolving Commitment Amount (as in effect from time to time since the Original Effective Date) calculated at the applicable rates PER ANNUM determined from time to time for the Current Fiscal Quarter in accordance with the table set forth below in CLAUSE (c) and the Compliance Certificate delivered by the Revolving Borrower pursuant to CLAUSE (c) of SECTION 8. 1.1. The amount of any outstanding Bid Loans and Swingline Loans shall be disregarded for purposes of calculating any Lender's Percentage of the average daily unused portion of the Revolving Commitment Fee Rate Amount in accordance with the preceding sentence except that, in determining such Percentage of the average daily unused portion for any such Lender for any day, the outstanding principal amount of any Bid Loans of such Lender on such day shall be subtracted from its Percentage of the unused portion of the Revolving Commitment Amount in effect on such day. (b) The determination of the commitment fee shall be based on the actual daily amount calculation of the undrawn Commitment of such Revolving Credit Lender Consolidated Funded Debt to Cash Flow Ratio set forth in the Compliance Certificate which is delivered during the period Current Quarter or which was delivered on the Original Effective Date, as the case may be, and shall apply from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on first day until and including the last day of each March, June, September and December of each year (with respect the Current Quarter. Subject to the preceding three months or portion thereof) terms of SECTION 2.2.2 hereof, such commitment fees shall be payable by the Revolving Borrower in arrears on each Quarterly Payment Date and on the Commitment Termination Date (and, if applicable, thereafter on demand)Date, commencing on with the first such date to occur after day following the date hereof. If there is any change in Original Effective Date, and on the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment Termination Date and shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed determined on the basis of a year 360 day year. (c) The ratios set forth in the table below are for the purpose of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), commitment fee calculation only and shall be payable for not affect the actual number of days elapsed (including the first day but excluding the last day).Revolving Borrower's obligation to comply with SECTION

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s 52 Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to The Company shall pay to the Administrative Agent for the account of --------------- each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate fee on the actual average daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount unused portion of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not 's Commitment, computed on a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable quarterly basis in arrears on the last day Business Day of each Marchcalendar quarter based upon the daily utilization for that quarter as calculated by the Agent, June, September and December of each year (with respect at a rate per annum equal to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was Applicable Margin from time to time in effect. All Commitment Fees For purposes of calculating utilization under this subsection, the Commitments shall be computed 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 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, 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 2.5, the accrued ----------- commitment fee calculated for the period ending on the date of such 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 a year of 360 daysthe 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, unless such computation would exceed the Highest Lawful Rate, including at any time during which one or more conditions in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Article V are --------- not met.

Commitment Fees. Except as otherwise provided in Section 5.03(b)Accruing from the Closing Date until the Revolving Credit Expiration Date, the Borrower agrees to pay to the Administrative Agent for the account of each Bank, as consideration for such Bank's Revolving Credit Lender Commitment hereunder, a commitment feefee (the "COMMITMENT FEE") equal to a percentage per annum (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) which shall accrue at be based upon the applicable Commitment Fee Rate Leverage Ratio for the immediately preceding fiscal quarter, as shown on the actual Borrower's most recently delivered financial statements pursuant to Section 8.3(b) (except as otherwise set forth in Section 4.1(c)), as follows, on the average daily unborrowed amount of the undrawn Commitment of such Bank's Revolving Credit Lender during Commitment as the period same may be constituted from and including the date of this Agreement time to but excluding the Termination Date time (such fee, the “Commitment Fee”); provided, that for purposes of calculating this computation, PNC's Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment, Letter of Credit Outstandings shall be deemed to be borrowed amounts under each Bank's Revolving Credit Commitments in accordance with its Ratable Share, and the Commitment Fee owing to amount of any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender Loans that any Bank wrongfully fails to fund shall not be reduced by the deemed to be an unborrowed amount of under such Lender’s Applicable Bank's Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment): LEVERAGE RATIO COMMITMENT FEE (%) greater than or equal to 3.0 .375% less than 3.0 .25% All Commitment Fees shall be payable in arrears on the last day second Business Day of each MarchApril, JuneJuly, September October and December of each year (with respect to January after the preceding three months or portion thereof) date hereof and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount Expiration Date or upon acceleration of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Notes.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender Loan Lenders a commitment fee, which shall accrue at fee to be shared pro rata among the applicable Commitment Fee Rate on Revolving Loan Lenders with respect to the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during Loan Commitments for the period from and including the date of this Agreement Closing Date to but excluding the Termination Date (Revolving Loan Commitment Expiration Date, based on the average aggregate amount, for each day during such feeperiod, of the “unused Aggregate Revolving Loan Commitment Fee”); providedfrom time to time in effect, that for purposes of calculating computed at the applicable per annum rate set forth below: Average Unused Aggregate Revolving Loan Commitment Commitment Fee owing Rate ----------------------------------- ------------------- less than or equal to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees 1/3 0.250% ------------------------- greater than 1/3 - less than or equal to 2/3 0.500% ------------ ------------------------- * less than or equal to ** greater than 47 greater than 2/3 0.750% ----------------- Such fee shall be payable quarterly in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)Revolving Loan Commitment Expiration Date, commencing on the first such date to occur after the Closing Date. (b) The Borrower agrees to pay to the Term A Lenders a commitment fee to be shared pro rata among the Term A Lenders with respect to the Term A Commitments for the period from and including the Closing Date to but excluding the earlier of (i) the Term A Commitment Expiration Date and (ii) the date hereof. If there is any change in upon which the Commitment of any Revolving Credit Lender during Term A Loans shall be made to the Borrower (if any such three-month period, the actual daily amount of the Commitment Loans shall be made hereunder), computed at a per annum rate of 0.75% and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed based on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and Aggregate Term A Commitment. Such fee shall be payable for quarterly in arrears on the actual number last day of days elapsed (including each March, June, September and December, commencing on the first day but excluding such date to occur after the last day)Closing Date, and on the Term A Commitment Expiration Date or the date upon the Term A Loans are made, as applicable.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to The Company shall pay to the Administrative Agent for the account of each Revolving Credit U.S. Sub-facility Lender in accordance with its Applicable Percentage, a commitment fee, which shall accrue at fee in Dollars equal to the applicable Commitment Fee Applicable Rate on times the actual daily amount by which the Aggregate U.S. Revolving Commitments exceed the sum of (i) the Outstanding Amount of Committed Loans drawn under the U.S. Revolving Sub-facility and (ii) the Outstanding Amount of L/C Obligations in respect of the undrawn Commitment of such U.S. Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”)Sub-facility; provided, however, that Swing Line Loans shall not be considered Committed Loans for purposes of calculating the Commitment Fee owing commitment fee under this Section 2.09(a). The Australian Borrower shall pay to the Australian Administrative Agent for the account of each Australian Sub-facility Lender in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Australian Revolving Commitments exceed the sum of (x) the Outstanding Amount of Committed Loans drawn under the Australian Revolving Sub-facility and (y) the Outstanding Amount of L/C Obligations in respect of the Australian Revolving Sub-facility. The commitment fees shall accrue at all times during the Availability Period, including at any Revolving Credit Lender, time during which one or more of the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that conditions in Article IV is not a Refunded Swing Line Loan. Accrued Commitment Fees met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)December, commencing on with the first such date to occur after the date hereofClosing Date, and on the last day of the Availability Period. If The commitment fees shall be calculated quarterly in arrears, and if there is any change in the Commitment of any Revolving Credit Lender Applicable Rate during any such three-month periodquarter, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Applicable Rate separately for each period during such three-month period quarter that such Commitment Applicable Rate was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment feefee (the “Commitment Fee”), which shall accrue at the applicable rate set forth under the heading “Commitment Fee Rate Fees” in the table contained in the definition of “Applicable Margin” on the actual average daily amount (before deducting any outstanding Swingline Loans) of the unused amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement Effective Date to but excluding excluding, (i) in the Termination Date (such feecase of the Non-Extending Lenders, the “Commitment Fee”); provided, that for purposes Original Maturity Date and (ii) in the case of calculating the Commitment Fee owing to any Revolving Credit LenderExtending Lenders, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line LoanMaturity Date. Accrued Commitment Fees shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on (x) in the Termination case of the Non-Extending Lenders, the Original Maturity Date and (andy) in the case of the Extending Lenders, if applicable, thereafter on demand)the Maturity Date, commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).” “; provided that (A) all such participation fees payable for the account of any Non-Extending Lender shall also be payable on the Original Maturity Date, (B) all such participation fees payable for the account of any Extending Lender and all such fronting fees shall also be payable on the Maturity Date, and (C) any such fees accruing after the Maturity Date shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this Section 3.05(a) shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case such fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender Bank a commitment fee, which shall accrue at the applicable Commitment Fee Rate fee on the actual average daily amount of the undrawn Commitment unused portion of such Bank's Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such feeCommitment, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not computed on a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable quarterly basis in arrears on the last day Business Day of each Marchcalendar quarter based upon the daily utilization for that quarter as calculated by the Agent, Juneequal to the Commitment Fee Percentage. For purposes of calculating utilization under this subsection, September (i) the Aggregate Revolving Commitment shall be deemed used to the extent of the Effective Amount of all Revolving Loans and December of each year L/C Obligations, and (ii) with respect to the preceding three months or Revolving Commitment of the Swingline Bank, the making of any Swingline Loan shall not be considered a use of a portion thereof) of such Swingline Bank's Revolving Commitment. 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 Termination Date (and, if applicable, thereafter on demand)last Business Day of each calendar quarter, commencing on the first such day 45 53 after this Agreement is executed by the Company 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 the Aggregate Revolving Commitment pursuant to Section 2.7 or Section 2.9, the accrued commitment fee calculated for the period ending on such date to occur after shall also be paid on the date hereof. If there is any change in of such reduction or termination, with the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed next succeeding quarterly payment being calculated on the basis of a year of 360 daysthe period from the 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, unless such computation would exceed the Highest Lawful Rate, including at any time during which one or more conditions in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Article V are not met.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to shall pay to the Administrative Agent Agent, for the account ratable benefit of each the Revolving Credit Lender a Lenders as provided in clause (iv) of Section 2.10(a), commitment feefees (collectively, which shall accrue at the applicable “Commitment Fees”) equal to the Commitment Fee Rate on the actual daily amount Percentage of the undrawn daily average Unused Revolving Commitment of such Revolving Credit Lender during for the period from and including beginning on the date of this Agreement to but excluding and ending on the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating Revolving Loan Maturity Date. The Borrower shall pay the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of in each March, June, September and December of each year (with respect to the preceding three months or portion thereofcommencing September 30, 2005) and on the Termination Revolving Loan Maturity Date (andor if the Revolving Loan Facility is cancelled on a date prior to the Revolving Loan Maturity Date, if applicable, thereafter on demandsuch prior date). For purposes of the calculations under this Section 2.05(b), commencing the aggregate principal amount of the aggregate Effective Amount of outstanding Letters of Credit or Non-US Currency Unreimbursed Amounts, to the extent consisting of Non-US Currency Letters of Credit shall be based on the first such date to occur after Non-US Currency Equivalents relating thereto as of the date hereofBusiness Day immediately preceding the last day in each March, June, September and December, as applicable. If there is any Any increase or decrease in the Commitment Fee resulting from a change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount Consolidated Leverage Ratio shall become effective as of the Commitment fifth Business Day following the date a Compliance Certificate is required to be delivered pursuant to Section 5.01(a) or Section 5.02(d)(ii); provided, however, that if no Compliance Certificate is delivered within 3 days of when due in accordance with such Sections, then Tier 6 shall be computed apply as of the date of the failure to deliver such Compliance Certificate until such time as the Borrower delivers a Compliance Certificate and multiplied by thereafter the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed based on the basis of a year of 360 daysConsolidated Leverage Ratio indicated on such Compliance Certificate until such time as the Commitment Fee is further adjusted as set forth in this subsection (b). Notwithstanding the foregoing, unless such computation would exceed the Highest Lawful Rate, in which case interest Commitment Fee shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable determined for the actual number first six months after the Effective Date based upon Tier 4 of days elapsed (including the first day but excluding the last day)Revolving Loan Pricing Grid.

Commitment Fees. Except as otherwise provided [Payment Monthly or Annually in Section 5.03(b)Advance: On the Closing Date, the Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender Bank a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during fee for the period from and including the date Closing Date to , 2007, computed at the rate of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears percent ( %) per annum on the last day Letter of each MarchCredit Amount as of the Closing Date. On , June, September and December of each year (with respect to the preceding three months or portion thereof) 2007 and on the Termination Date (and, if applicable, first Business Day of each [calendar month] «Month» thereafter on demand), commencing on so long as any credit remains available to the first such date to occur after Trustee under the date hereof. If there is any change in the Commitment Letter of any Revolving Credit Lender during any such three-month periodCredit, the actual daily amount of Borrower shall pay to the Commitment shall be Bank a commitment fee computed and multiplied by in advance for the Commitment Fee Rate separately for each period during such threecurrent [calendar month] [twelve-month period (from «Month» 1 to the next «Month» 1)] at the rate of percent ( %) per annum on the sum of (i) the Letter of Credit Amount as of the first day of such Commitment was monthly period, plus (ii) the aggregate amount of any drawings theretofore honored by the Letter of Credit Bank in effectrespect of which the Letter of Credit Bank may thereafter be required to reinstate the Letter of Credit pursuant to the terms thereof. All Commitment Fees Computations of commitment fees under this Section shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed in the applicable period, based on a 360-day year. There shall be no reduction or refund of any portion of any such commitment fee in the event the Letter of Credit expires or is drawn upon, reduced (including automatically or otherwise), terminated or otherwise modified during the [monthly] [twelve-month] period in respect of which a commitment fee is computed.] [Payment Quarterly in Arrears: On 1, 2007 and quarterly on each 1, 1, 1 and 1 thereafter so long as any credit remains available to the Trustee under the Letter of Credit and on the date of termination of the Letter of Credit, the Borrower shall pay to the Bank a commitment fee computed at the rate of percent ( %) per annum on the average daily Letter of Credit Amount during the preceding quarterly period (or portion thereof in the case of the first such payment and in the case of a termination of the Letter of Credit on a day but excluding other than a 1, 1, 1 or 1); provided that for purposes of computing such average daily Letter of Credit Amount the last day)Letter of Credit Amount shall be treated as having been reinstated with respect to each Interest Drawing and Liquidity Drawing (as defined in the Letter of Credit) on the day the Letter of Credit Bank received reimbursement therefor, unless the Letter of Credit Bank has given written notice to the Trustee pursuant to paragraph 5 of the Letter of Credit that such reinstatement shall not occur. Computations of Letter of Credit commitment fees under this Section shall be for the actual number of days in the applicable period, based on a 360-day year.]

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with (i) its Construction Loan Commitment Percentage, a commitment fee, which shall accrue at fee (the applicable Commitment Fee "CONSTRUCTION LOAN COMMITMENT FEE") equal to the Applicable Rate on TIMES the actual daily amount by which the Construction Loan Commitments exceed the sum of the undrawn Outstanding Amount of Construction Loans and (ii) its Working Capital Loan Commitment of such Revolving Credit Lender during Percentage, a commitment fee (the period from "WORKING CAPITAL LOAN COMMITMENT FEE," and including together with the date of this Agreement to but excluding the Termination Date (such feeConstruction Loan Commitment Fee, the “Commitment Fee”); provided, that for purposes "COMMITMENT FEES") equal to the Applicable Rate TIMES the actual daily amount by which the Working Capital Commitments exceed the sum of calculating (y) the Commitment Fee owing to Outstanding Amount of Working Capital Loans (excluding any Revolving Credit Lender, the undrawn Commitment Outstanding Amount of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line LoanLoans), and (z) the Outstanding Amount of L/C Obligations. Accrued The Commitment Fees shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in ARTICLE V is not met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)December, commencing on with the first such date to occur after the date hereofClosing Date, and on the Construction Loan Maturity Date and the Working Capital Loan Maturity Date. If The Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Commitment of any Revolving Credit Lender Applicable Rate during any such three-month periodquarter, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Applicable Rate separately for each period during such three-month period quarter that such Commitment Applicable Rate was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender Bank a commitment feefee of the Applicable Commitment Fee Percentage per annum on the average daily unused portion of such Bank's Commitment, computed as of the end of each calendar quarter in arrears based upon the daily utilization for that quarter as calculated by the Agent. Such commitment fee shall accrue from the Closing Date to the Termination Date and shall be due and payable quarterly in arrears on the fifteenth day after the end of each calendar quarter through the Termination Date, with the first payment due on October 16, 1997 and the final payment to be made on the Termination Date; provided, however, that, (i) in connection with any reduction of Commitments pursuant to Section 2.09, the accrued commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction, with the next succeeding quarterly payment being calculated on the basis of the period from the reduction date to the end of the quarter in which such reduction occurs, (ii) in connection with any increase of Commitments pursuant to Section 2.21, the accrued commitment fee calculated for the period ending on the Increase Date shall also be paid on the date of such increase, with the next succeeding quarterly payment being calculated on the basis of the period from the Increase Date to the end of the quarter in which such increase occurs and (iii) in connection with any termination of the Commitments pursuant to Section 2.09 or Article VIII, the accrued commitment fee shall be paid on the date on which the termination takes place. The commitment fees provided in this subsection shall accrue at all times after the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender Closing Date, including at any time during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for which one or more conditions in Article IV are not met. For purposes of calculating the Commitment Fee owing to any Revolving Credit Lendercommitment fee, the undrawn Commitment principal amount of such Revolving outstanding Committed Loans and the Stated Amount of outstanding Letters of Credit Lender shall be deemed utilization of the Commitments, but the principal amount of outstanding Bid Loans shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount deemed utilization of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Commitments.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender in accordance with its Applicable Percentage, a commitment fee, which shall accrue at fee (the applicable “Commitment Fee”) equal to the Applicable Fee Rate on times the actual average daily amount by which the aggregate amount of the undrawn Revolving Credit Commitment of such Revolving Credit Lender during exceeds the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment Exposure of such Revolving Credit Lender (excluding when calculating such Revolving Credit Exposure, the aggregate Outstanding Amount of Swing Line Participations and the aggregate Outstanding Amount of Protective Advance Participations of such Revolving Credit Lender); provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be reduced payable by the amount Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender’s Applicable Revolving Credit Percentage . The commitment fees shall accrue at all times during the Availability Period, including at any time during which one or more of any Swing Line Loan that the conditions in Article IV is not a Refunded Swing Line Loan. Accrued Commitment Fees met, and shall be due and payable quarterly in arrears on the last first calendar day of each MarchJanuary, JuneApril, September July and December October in respect of each year the most recently-ended quarterly period (with respect to the preceding three months or portion thereof) and on , in the Termination Date (and, if applicable, thereafter on demandcase of the first payment), commencing on with the first such date to occur after the date hereofClosing Date, and on the last day of the Availability Period. If The commitment fees shall be calculated quarterly in arrears, and if there is any change in the Commitment of any Revolving Credit Lender Applicable Fee Rate during any such three-month periodquarter, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Applicable Fee Rate separately for each period during such three-month period quarter that such Commitment Applicable Fee Rate was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b)(i) [On , the Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from 200_ and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable quarterly in arrears on the last day of each March, June, September , and December thereafter so long as any credit remains available to the Trustee under the Letter of each year Credit and on the Expiration Date or in the event the Borrower obtains an Alternate Letter of Credit, the Borrower shall pay to the Bank a Letter of Credit commitment fee computed at the rate of percent ( %) per annum on the average daily Letter of Credit Amount during the preceding quarterly period (or portion thereof in the case of the first such payment and in the case of a termination of the Letter of Credit on a day other than the last day of , , , or ); provided that for purposes of computing such average daily Letter of Credit Amount the Letter of Credit Amount shall be treated as having been reinstated with respect to the preceding three months or portion thereof) and Interest Drawings on the Termination Date (andday the Bank received reimbursement therefor, if applicable, thereafter on demand), commencing on unless the first such date Bank has given written notice to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount Trustee pursuant to paragraph 5 of the Commitment Letter of Credit that such reinstatement shall not occur. Computations of Letter of Credit commitment fees under this Section shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed in the applicable period, based on a 365 or 366-day year, as the case may be.] (including ii) [On the first date of execution and delivery hereof, the Borrower shall pay to the Bank a Letter of Credit commitment fee for the period from such date to , 200_, computed at the rate of percent ( %) per annum on the Letter of Credit Amount. On , 200_ and quarterly on each , , and thereafter through , 200_ or so long as any credit remains available to the Trustee under the Letter of Credit, the Borrower shall pay to the Bank a Letter of Credit commitment fee computed in advance for the next three months at the rate of percent ( %) per annum on the sum of (i) the Letter of Credit Amount as of the date such commitment fee is due and payable, plus (ii) the aggregate amount of any Interest Drawings or Liquidity Drawings theretofore honored by the Bank in respect of which the Bank may thereafter be required to reinstate the Letter of Credit pursuant to the terms thereof. Computations of Letter of Credit commitment fees under this Section shall be for the actual number of days in the applicable period, based on a 360-day but excluding year. There shall be no reduction or refund of any portion or any such Letter of Credit commitment fee in the last dayevent the Letter of Credit expires or is drawn upon, reduced (automatically or otherwise), terminated or otherwise modified after the date such commitment fee is due and payable.]

Commitment Fees. Except as otherwise provided in Section 5.03(b), the (a) The Borrower agrees to shall pay to the Administrative Agent Agent, for the account benefit of each Revolving Credit Term Lender (other than any Defaulting Lender), a commitment fee, fee (a “Term Loan Commitment Fee”) which shall accrue at the applicable Commitment Fee Rate a rate per annum equal to one-half of one percent (0.50%) on the actual average daily amount of the undrawn Unutilized Term Loan Commitment of each such Revolving Credit Term Lender during the period from and including the date Closing Date until the Term Conversion Date. (b) The Borrower shall pay to the Administrative Agent, for the benefit of this Agreement to but excluding each DSR Lender (other than any Defaulting Lender), a commitment fee (a “DSR Commitment Fee” and together with the Termination Date (such feeTerm Loan Commitment Fee, the “Commitment FeeFees”); provided, that for purposes ) which shall accrue at a rate per annum equal to one-half of calculating one percent (0.50%) on the Commitment Fee owing to any Revolving Credit Lender, the undrawn average daily Unutilized DSR Loan Commitment of each such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit DSR Lender during any such three-month period, the actual daily amount of period from and including the Commitment shall be computed and multiplied by Closing Date until the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. Maturity Date. (c) All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Accrued Commitment Fees shall be due and payable in arrears on each Quarterly Payment Date after the Closing Date and on the Maturity Date. Commitment Fees in respect of each of the Term Facility or DSR Loan Facility, as applicable, shall cease to accrue for a Lender on the date on which the last of the Commitments of such Lender under such facility shall terminate or be terminated.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share a commitment feefee (each, which shall accrue at the applicable a “Commitment Fee Rate Fee”) on the actual daily amount of the undrawn Commitment unused portion of such Xxxxxx’s Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such feeLoan Commitment, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not computed on a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable quarterly basis in arrears on the last day Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Agent, at the Applicable Margin per annum. For purposes of calculating utilization under this Section 2.10(b), the Revolving Loan Commitment of each Lender 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 but excluding for the purposes of calculating utilization under this Section 2.10(b) the Effective Amount of Swing Line Loans. Such Commitment Fee shall accrue from the Closing Date to the Maturity Date and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December of each year (through the Maturity Date, with respect the final payment to the preceding three months or portion thereof) and be made on the Termination Date (andMaturity Date; provided that, if applicablein connection with any reduction or termination of Aggregate Revolving Loan Commitments under Section 2.05, thereafter the accrued Commitment Fee calculated for the period ending on demand), commencing such date shall also be paid on the first date of such date to occur after reduction or termination, with the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed following quarterly payment being calculated on the basis of a year of 360 daysthe period from such reduction or termination date to such quarterly payment date. The Commitment Fees provided in this Section 2.10(b) shall accrue at all times after the above-mentioned commencement date, unless such computation would exceed the Highest Lawful Rate, including at any time during which one or more conditions in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Article V are not met.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to (i) The Company shall pay to the Administrative Agent Agent, for the account of each Revolving Credit A Lender in accordance with its Applicable Percentage, a commitment fee, which shall accrue at fee in Dollars equal to the applicable Commitment Fee product of (i) the Applicable Rate on times (ii) the actual daily amount by which the Aggregate Revolving A Commitments exceed the sum of (y) the Outstanding Amount of Revolving A Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the undrawn Commitment of such Aggregate Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that A Commitments for purposes of calculating determining the Commitment Fee owing to commitment fee. The commitment fee shall accrue at all times during the Availability Period, including at any Revolving Credit Lender, time during which one or more of the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that conditions in Article V is not a Refunded Swing Line Loan. Accrued Commitment Fees met, and shall be due and payable quarterly in arrears on within fifteen days of the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)December, commencing on with the first such date to occur after the date hereofInitial Funding Date, and on the last day of the Availability Period. If The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Commitment of any Revolving Credit Lender Applicable Rate during any such three-month periodquarter, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Applicable Rate separately for each period during such three-month period quarter that such Commitment Applicable Rate was in effect. All . (ii) The Company shall pay to the Administrative Agent, for the account of each Revolving B Lender with a Revolving B Commitment Fees shall be computed on in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the basis product of a year of 360 days, unless such computation would (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving B Commitments exceed the Highest Lawful Rateaggregate Outstanding Amount of the Revolving B Loans. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)Article V is not met, and shall be due and payable for quarterly in arrears within fifteen days of the last day of each March, June, September and December, commencing with the first such date to occur after the Initial Funding Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual number of days elapsed (including daily amount shall be computed and multiplied by the first day but excluding the last day)Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fees. Except So long as otherwise provided in Section 5.03(b)any credit remains available to the --------------- Trustee under the Letter of Credit, the Borrower agrees to Company shall pay to the Administrative Agent Mellon, for the account of each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount pro-rata benefit of the undrawn Commitment Banks, a Letter of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be commitment fee computed and multiplied by at the Commitment Fee Rate separately (as described below) on the average daily Letter of Credit Amount during the preceding quarterly period (or portion thereof in the case of the first such payment and in the case of a termination of the Letter of Credit on a day other than a date on which a quarterly payment is scheduled); provided that, for purposes of computing such average daily Letter of Credit Amount, there shall be added to the Letter of Credit Amount for each period during such three-month period such Commitment was day the aggregate amount of any Interest Drafts theretofore honored by Mellon in effectrespect of which Mellon may thereafter be required to reinstate the Letter of Credit pursuant to the terms thereof. All Commitment Fees Computations of Letter of Credit commitment fees under this Section shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed in the applicable period, based on a 365-day year. Such fee shall be payable quarterly in arrears on each November21, February 21, May 21 and August 21 with any unpaid balance due in full on the date of termination of the Letter of Credit. For purposes of this SECTION 2.2(D) The "Commitment Fee Rate" -------------- shall be equal to 2.50% per annum from the date hereof through the date on which the Banks receive the next annual or quarterly financial statements required to be delivered pursuant to SECTION 5.1(A) or SECTION 5.1(B) of the Revolving -------------- -------------- Credit Loan Agreement. Thereafter, in the event that the applicable LIBOR Margin (including as defined in the first day but excluding Revolving Credit Loan Agreement) is ever reduced or increased in accordance with the last day)provisions of SECTION 2.10(C) of the Revolving Credit --------------- Loan Agreement, then the Commitment Fee Rate will also be reduced or increased in the same percentage amount and on the same effective date.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to shall pay to the Administrative Agent Agent, for the account ratable benefit of each Revolving Credit Lender a the Lenders as provided in clause (v) of Section 2.11(a), commitment feefees (collectively, which shall accrue at the applicable “Commitment Fees”) equal to the Commitment Fee Rate on the actual daily amount Percentage of the undrawn daily average Unused Commitment of such Revolving Credit Lender during for the period from and including beginning on the date of this Agreement to but excluding and ending on the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating Revolving Loan Maturity Date. The Borrower shall pay the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day in each March, June, September, and December (commencing March 31, 2005) and on the Revolving Loan Maturity Date (or if the Total Commitment is cancelled on a date prior to the Revolving Loan Maturity Date, on such prior date). For purposes of the calculations under this Section 2.06(b), the aggregate principal amount of the aggregate Effective Amount of outstanding Letters of Credit or Non-US Currency Unreimbursed Amounts, to the extent consisting of Non-US Currency Letters of Credit shall be based on the Non-US Currency Equivalents relating thereto as of the Business Day immediately preceding the last day in each March, June, September and December of each year (with respect to as applicable. Any increase or decrease in the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any Commitment Fee resulting from a change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount Borrower Leverage Ratio shall become effective as of the Commitment fifth Business Day following the date a Compliance Certificate is required to be delivered pursuant to Section 5.01(a) or Section 5.02(d)(ii); provided, however, that if no Compliance Certificate is delivered within 3 days of when due in accordance with such Sections, then Tier 5 shall be computed apply as of the date of the failure to deliver such Compliance Certificate until such time as the Borrower delivers a Compliance Certificate and multiplied by thereafter the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed based on the basis of a year of 360 daysBorrower Leverage Ratio indicated on such Compliance Certificate until such time as the Commitment Fee is further adjusted as set forth in this subsection (b). Notwithstanding anything to the contrary herein, unless such computation would exceed the Highest Lawful Rate, Commitment Fee in which case interest effect shall be computed on determined based upon Tier 2 of the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for Pricing Grid from the actual number of days elapsed (Closing Date up to but not including the fifth Business Day following the earlier to occur of (i) the date the first day but excluding Compliance Certificate is required to be delivered after December 31, 2004 pursuant to Section 5.01(a)(iii) or (ii) the last daydate the first Compliance Certificate is required to be delivered pursuant to Section 5.02(d)(ii).

Commitment Fees. Except On the Closing Date and quarterly on each June 1, September 1, December 1 and March 1 thereafter so long as otherwise provided in Section 5.03(b)any credit remains available to the Trustee under the Letter of Credit, the Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender Bank a commitment fee, which shall accrue fee computed in advance at the applicable Commitment Fee Rate on rate of one percent (1.0%) per annum (i.e. one quarter of one percent (.25%) per quarter) of the actual daily sum of: (i) the Letter of Credit Amount as of the first day of such period; plus (ii) the aggregate amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced drawings theretofore honored by the amount Letter of such Lender’s Applicable Revolving Credit Percentage Bank in respect of any Swing Line Loan that is not a Refunded Swing Line Loanwhich the Letter of Credit Bank may thereafter be required to reinstate the Letter of Credit pursuant to the terms thereof. Accrued Commitment Fees Computations of commitment fees to be paid to the Bank under this Section shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed in the applicable period, based on a 360-day year. There shall be no reduction or refund of any portion of any such commitment fee in the event the Letter of Credit expires or is drawn upon, reduced (including automatically or otherwise), or otherwise modified during the quarterly period in respect of which a commitment fee is computed. On the Closing Date and quarterly on each June 1, September 1, December 1 and March 1 thereafter so long as any credit remains available to the Trustee under the Letter of Credit, the Borrower shall pay to the Bank for the benefit of the Letter of Credit Bank a commitment fee computed in advance at the rate of one quarter percent (.25%) per annum (i.e. one sixteenth of one percent (1/16%) per quarter) of the sum of: (i) the Letter of Credit Amount as of the first day of such period; plus (ii) the aggregate amount of any drawings theretofore honored by the Letter of Credit Bank in respect of which the Letter of Credit Bank may thereafter be required to reinstate the Letter of Credit pursuant to the terms thereof. Computations of commitment fees to be paid to the Letter of Credit Bank under this Section shall be for the actual number of days in the applicable period, based on a 360-day year. Except as set forth below, there shall be no reduction or refund of any portion of any such commitment fee in the event the Letter of Credit expires or is drawn upon, reduced (automatically or otherwise) or otherwise modified during the quarterly period in respect of which a commitment fee is computed. The Bank and the Letter of Credit Bank agree to reimburse a pro rata portion of Commitment Fees paid by the Borrower in advance, if subsequent to any such quarterly payments, but excluding in the last day)period for which the payments were made, the Letter of Credit is terminated by deliverying of a notice in the form of Annex 7 to the Letter of Credit.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to (i) The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee, which shall accrue at fee (the applicable “Revolver Commitment Fee Fee”) in Dollars equal to the Applicable Rate on with respect to the “Commitment Fee” times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations under the Revolving Credit Facility, subject to adjustment as provided in Section 2.18. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the undrawn Commitment of such Aggregate Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that Commitments for purposes of calculating determining the Revolver Commitment Fee. The Revolver Commitment Fee owing to shall accrue at all times during the relevant Availability Period, including at any Revolving Credit Lender, time during which one or more of the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that conditions in Article IV is not a Refunded Swing Line Loan. Accrued Commitment Fees met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)December, commencing on with the first such date to occur after the date hereofClosing Date, and on the last day of the Availability Period for the Revolving Credit Facility. If The Revolver Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Commitment of any Revolving Credit Lender Applicable Rate during any such three-month periodquarter, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Applicable Rate separately for each period during such three-month period quarter that such Commitment Applicable Rate was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to The Companies jointly and severally shall pay to the Administrative Agent for the account of each Revolving Credit Lender Bank a commitment fee, which shall accrue at the applicable Commitment Fee Rate fee on the actual sum of (i) the average daily amount of the undrawn Commitment unused portion of such Bank's Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date Commitment plus (ii) such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Bank's International Swing Line Loan that is not Commitment, computed on a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable quarterly basis in arrears on the last day Business Day of each Marchcalendar quarter based upon the daily utilization of the Revolving Commitment by Revolving Loans for that quarter as calculated by the Agent, Juneequal to the Applicable Fee Percentage. For each Bank, September the amounts outstanding under Bid Loans made by such Bank (and December its Designated Bidder) plus its Pro Rata Share of the Dollar Equivalent Amount of the Effective Amount of all Sublimit L/C Obligations will also be subtracted from such Bank's 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 and International Swing Line Loans shall not be deemed to be outstanding for purposes of calculating fees under this Section 2.14. Such commitment fee shall accrue from the date hereof to the Termination Date and shall be due and payable quarterly in arrears on the first Business Day of each year January, April, July and October commencing on January 1, 1997 for the quarter (with respect to or shorter period, as applicable) ending the preceding three months or portion thereof) prior Business Day and on the Termination Date (andDate; provided that, if applicablein connection with any reduction or termination of Commitments under Section 2.8, thereafter the accrued commitment fee calculated for the period ending on demand), commencing such date shall also be paid on the first date of such date to occur after reduction or termination, with the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed following quarterly payment being calculated on the basis of a year of 360 daysthe 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, unless such computation would exceed the Highest Lawful Rate, including at any time during which one or more conditions in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Article V are not met.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the (i) The Borrower agrees to shall pay to the Administrative Agent for the account of each the Revolving Credit Lender Lenders a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date hereof in the case of this Agreement each such Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to but excluding which it became a Lender in the case of each other such Lender until the Termination Date (such feeDate, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last Effective Date, thereafter quarterly on the first day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) month and on the Termination Date Date, at the rate of 0.375% per annum on the average daily unused portion of the Unused Revolving Credit Commitment of such Lender; provided, however, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (andii) The Borrower shall pay to the Administrative Agent for the account of the Term Lenders a commitment fee, if applicablefrom the date hereof in the case of each such 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 such Lender until the Termination Date, payable in arrears on the Effective Date, thereafter on demand), commencing quarterly on the first such date to occur after day of each month and on the date hereof. If there is any change in Termination Date, at the rate of 0.50% per annum on the average daily unused portion of the Unused Term Commitment of such Lender; provided, however, that no Commitment fee shall accrue on any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment commitments of a Defaulting Lender so long as such Lender shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Defaulting Lender.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee, which shall accrue at fee (the applicable “Revolver Commitment Fee Fee”) in Dollars equal to the Applicable Rate on with respect to the “Revolver Commitment Fee” (as specified in the definition of “Applicable Rate”) times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations under the Revolving Credit Facility, subject to adjustment as provided in Section 2.18. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the undrawn Commitment of such Aggregate Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that Commitments for purposes of calculating determining the Revolver Commitment Fee. The Revolver Commitment Fee owing to any shall accrue at all times during the Availability Period for the Revolving Credit LenderFacility, including at any time during which one or more of the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that conditions in Article IV is not a Refunded Swing Line Loan. Accrued Commitment Fees met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)December, commencing on with the first such date to occur after the date hereof2021 Refinancing Amendment No. If 14 Effective Date, and on the last day of the Availability Period for the Revolving Credit Facility. The Revolver Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Commitment of any Revolving Credit Lender Applicable Rate during any such three-month periodquarter, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Applicable Rate separately for each period during such three-month period quarter that such Commitment Applicable Rate was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender Bank a commitment fee, which shall accrue at the applicable fee ("Commitment Fee Rate Fee") on the actual average daily amount of the undrawn Commitment unused portion of such Bank's Revolving Credit Lender during Loan Commitment and 2000 TL Commitment, as the period from and including the date of this Agreement to but excluding the Termination Date (such feecase may be, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not computed on a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable quarterly basis in arrears on the last day Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Agent, equal to the Applicable Margin per annum. For purposes of calculating utilization under this Section, (x) the Revolving Loan 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 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 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 March, June, September and December of each year (through the Revolving Termination Date, with respect the final payment to the preceding three months or portion thereof) and be made on the Revolving Termination Date (andDate; PROVIDED that, if applicablein connection with any reduction or termination of Revolving Loan Commitments or the 2000 TL Commitment, thereafter as the case may be, under SECTION 2.07, the accrued commitment fee calculated for the period ending on demand), commencing such date shall also be paid on the first date of such date to occur after reduction or termination, with the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed following quarterly payment being calculated on the basis of a year of 360 daysthe period from such reduction or termination date to such quarterly payment date. The commitment fees provided in this Section shall accrue at all times after the above-mentioned commencement date, unless such computation would exceed the Highest Lawful Rate, including at any time during which one or more conditions in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)ARTICLE V are not met.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to pay to the Administrative Agent Bank with respect to the within arrangements for the account Revolving Loans and letters of each Revolving Credit Lender a commitment feecredit, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of each Marchcalendar quarter (commencing on December 31, June1998) as long as the within Revolving Loan and/or letter of credit arrangements are in effect and on the Expiration Date or date of earlier termination of such Revolving Loan and/or letter of credit arrangements, September a non-refundable commitment fee computed quarterly in arrears on the daily average unused portion of the Bank's total revolving commitment during the calendar quarter (or partial calendar quarter) then ended. Such commitment fee will be payable at a rate of 0.375% per annum based on such unused portion of the Bank's total revolving commitment and December will be appropriately prorated for any partial calendar quarter. As used herein, the Bank's "total revolving commitment" will be deemed to be $6,000,000 and the "unused portion" on any day means that amount by which (x) said $6,000,000 exceeds (y) the total of each year (1) the aggregate principal amounts of the Revolving Loans outstanding at that day and (2) the then total undrawn amounts of all letters of credit issued hereunder and then outstanding, whether such excess results from the Bank not making Revolving Loans or issuing letters of credit up to said $6,000,000 amount, from the repayment of Revolving Loans or the termination of letters of credit or from any other circumstance. In addition, if the within-described arrangements for Revolving Loans and/or letters of credit are canceled or terminated prior to the first anniversary of the date of this letter agreement, by the Borrower for any reason or by the Bank due to the Borrower's default, the Borrower shall forthwith upon such cancellation or termination pay to the Bank a sum equal to all of the commitment fees which would have become due, absent such cancellation or termination, pursuant to the immediately preceding three sentences with respect to the preceding three months or portion thereof) and period beginning on the Termination Date (anddate of such cancellation or termination and continuing through such first anniversary, if applicableassuming, thereafter on demand)for the purposes of this calculation, commencing on the first that no Revolving Loans or letters of credit would be outstanding during such date period. Fees described in this Section are in addition to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed balances and multiplied fees required by the Commitment Fee Rate separately for each period during such three-month period such Commitment was Bank or any of its affiliates in effect. All Commitment Fees shall be computed on connection with any other services now or hereafter made available to the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Borrower.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to pay to the Administrative Agent Bank with respect to the within arrangements for the account of each Revolving Credit Lender a commitment feeLoans, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of each Marchcalendar quarter (commencing on December 31, June1998) as long as the within-described revolving loan arrangements are in effect and on the Expiration Date or date of earlier termination of such Revolving Loan arrangements, September a non-refundable commitment fee computed quarterly in arrears on the daily average unused portion of the Bank's total revolving commitment during the calendar quarter (or partial calendar quarter) then ended. Such commitment fee will be payable at a rate of 0.5% per annum based on such unused portion of the Bank's total revolving commitment and December will be appropriately prorated for any partial calendar quarter. As used herein, the Bank's "total revolving commitment" will be deemed to be $3,500,000 and the "unused portion" on any day means that amount by which (x) said $3,500,000 exceeds (y) the total of each year (1) the aggregate principal amounts of the Revolving Loans outstanding at that day and (2) the then total undrawn amounts of all letters of credit issued hereunder and then outstanding, whether such excess results from the Bank not making Revolving Loans or issuing letters of credit up to said $3,500,000 amount, from the repayment of Revolving Loans or the termination of letters of credit or from any other circumstance. In addition, if the within-described revolving financing arrangements are cancelled or terminated prior to the end of any calendar quarter by the Borrower for any reason or by the Bank due to the Borrower's default, the Borrower shall forthwith upon such cancellation or termination pay to the Bank a sum equal to all of the commitment fees which would have become due, absent such cancellation or termination, pursuant to the immediately preceding three sentences with respect to the preceding three months or portion thereof) and period beginning on the Termination Date (anddate of such cancellation or termination and continuing through the end of such calendar quarter, if applicableassuming, thereafter on demand)for the purposes of this calculation, commencing on the first that no Revolving Loans or letters of credit would be outstanding during such date period. Fees described in this Section are in addition to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed balances and multiplied fees required by the Commitment Fee Rate separately for each period during such three-month period such Commitment was Bank or any of its affiliates in effect. All Commitment Fees shall be computed on connection with any other services now or hereafter made available to the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Borrower.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to pay to the Administrative Agent for the ratable account of each Revolving Credit Lender a (allocated according to the date on which such Lender provided its Commitment in accordance with the terms of this Agreement) commitment fee, which shall accrue at fees (the applicable “Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender Fees”) during the period from and including commencing on the date of this Agreement Commitment Fee Commencement Date to but excluding the Termination Date (date on which such feeCommitment terminates, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable quarterly in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)year, commencing on the first such date to occur after the Commitment Fee Commencement Date and on the date hereof. If there is any change in on which such Commitment terminates, at a rate per annum equal to the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Applicable Commitment Fee Rate separately for on the undrawn and available Commitment Amount of such Lender (as determined on a daily basis). Notwithstanding anything to the contrary contained in this Section 3.11, on and after the date on which Commitments terminate, the Commitment Fees shall be payable upon demand. In addition, upon each period during reduction of the Aggregate Commitment Amount, the Borrower shall pay the Commitment Fees accrued on the amount of such three-month period reduction through the date of such Commitment was in effectreduction. All The Commitment Fees shall be computed on the basis of a 360-day year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)elapsed.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than Defaulting Lenders), in accordance with its Applicable Percentage with respect to Revolving Commitments, a commitment fee, which shall accrue at fee equal to 35% of the applicable Commitment Fee Rate on Applicable Margin times the actual daily amount of (commencing with the undrawn Commitment of such Revolving Credit Lender during Initial Funding Date) by which the period from and including Aggregate Commitments exceed the date of this Agreement to but excluding the Termination Date Outstanding Amount (such fee, the “Commitment Fee”); provided, that for purposes of calculating the . The Commitment Fee owing to shall accrue at all times during the period commencing with the Initial Funding Date and ending upon the expiration of the Revolving Availability Period, including at any Revolving Credit Lender, time during which one or more of the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that conditions in Article IV is not a Refunded Swing Line Loan. Accrued Commitment Fees met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)December, commencing on with the first such date to occur after the date hereofInitial Funding Date, and on the last day of the Revolving Availability Period. If The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Commitment of any Revolving Credit Lender Applicable Margin during any such three-month periodquarter, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate Applicable Margin separately for each period during such three-month period quarter that such Commitment Applicable Margin was in effect. All For the avoidance of doubt, (i) the Commitment Fees shall Fee will always be computed on calculated utilizing the basis Applicable Margin for SOFR Loans, regardless of a year the amount of 360 days, unless SOFR Loans outstanding at such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)time, and shall be (ii) the calculation of the Commitment Fee payable for the actual number account of days elapsed (including the first any Lender shall not include any day but excluding the last day)on which such Lender is or was a Defaulting Lender.

Commitment Fees. Except as otherwise provided In addition to certain fees described in Section 5.03(b)3.8, the --------------- Borrower agrees to pay to the Administrative Agent for the ratable account of each Revolving Credit Lender Bank a commitment fee, which shall accrue at the applicable Commitment Fee Rate fee on the actual daily amount of the undrawn Commitment unused portion of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such feeBank's Commitment, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not computed on a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable quarterly basis in arrears on the last day Business Day of each Marchfiscal quarter based upon the daily utilization for that quarter as calculated by the Agent, Juneequal to the Applicable Fee Amount. For purposes of calculation of such unused portion of a Bank's Commitment, September each Bank's Commitment shall be considered used on any date to the extent of its outstanding Revolving Loans and December its participation on such date in any Letter of Credit and any L/C Advance made by it. Such commitment fee shall accrue from the Closing Date to the Revolving Termination Date and shall be due and payable quarterly in arrears (A) on the last Business Day of each year (with respect to of the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)Borrower's fiscal quarters, commencing on December 28, 2001 and (C) on the Revolving Termination Date; provided that, -------- in connection with any reduction or termination of Commitments under Section 2.5 or 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. 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. For the period from the Closing Date through the Business Day when the Agent receives the Borrower's Compliance Certificate for the fiscal quarter ended September 28, 2001, the Applicable Fee Amount will be 0.50%. Thereafter the Applicable Fee Amount shall be determined by the Agent from time to time in accordance with the pricing grid set forth in Schedule 2.9(e) based --------------- on the most recent Compliance Certificate of the Borrower delivered by the Borrower pursuant hereto. Such determinations shall apply from the first such date to occur Business Day after the date hereof. If there is any change in Agent receives such Compliance Certificate until and through the Commitment of any Revolving Credit Lender during any such three-month period, Business Day when the actual daily amount of Agent receives the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable applicable Compliance Certificate for the actual number of days elapsed (including the first day but excluding the last day)next fiscal quarter as provided herein.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to The Companies jointly and severally shall pay to the Administrative Agent for the account of each Revolving Credit Lender Bank a commitment fee, which shall accrue at the applicable Commitment Fee Rate fee on the actual sum of (i) the average daily amount of the undrawn Commitment unused portion of such Bank's Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such feeCommitment, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not computed on a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable quarterly basis in arrears on the last day Business Day of each calendar quarter based upon the daily unused amount of the Revolving Commitment by Revolving Loans for that quarter as calculated by the Agent, equal to the Applicable Fee Percentage. For each Bank, the amounts outstanding under Bid Loans made by such Bank (and its Designated Bidder) plus its Pro Rata Share of the Dollar Equivalent Amount of all L/C Obligations and 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 shall accrue from the date hereof to the Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December of each year commencing on June 30, 1997 for the quarter (with respect to or shorter period, as applicable) ending the preceding three months or portion thereof) prior Business Day and on the Termination Date (andDate; provided that, if applicablein connection with any reduction or termination of Commitments under SECTION 2.8, thereafter the accrued commitment fee calculated for the period ending on demand), commencing such date shall also be paid on the first 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 occur such quarterly payment date. The commitment fees provided in this subsection shall accrue at all times after the date hereof. If there is , including at any change time during which one or more conditions in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)ARTICLE V are not met.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender Bank a commitment fee, which shall accrue at the applicable Commitment Fee Rate fee on the actual daily amount of the undrawn Commitment unused portion of such Bank's Revolving Credit Lender during the period from Commitment and including the date of this Agreement to but excluding the Termination Date (such feeTerm Commitment, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not computed on a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable quarterly basis in arrears on the last day Business Day of each March, June, September and December of each year (with respect calendar quarter based upon the daily utilization for that quarter as calculated by the Agent at a rate per annum equal to the preceding three months or portion thereof) Applicable Fee Amount. For purposes of calculating utilization under this subsection, the Commitments shall be deemed used to the extent of the Effective Amount of Revolving Loans and on Term Loans then outstanding, plus the Effective Amount of L/C Obligations then outstanding. Swingline Loans shall not constitute utilization. Such commitment fee shall accrue from the date hereof to the Revolving Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount case of the Commitment shall be computed Revolving Commitments) and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was Term Availability Expiry Date (in effect. All Commitment Fees shall be computed on the basis case of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), Term Commitments) and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter to the Revolving Termination Date (in the case of the Revolving Commitments) and the Term Availability Expiry Date (in the case of the Term Commitments), with the final payment to be made on the Revolving Termination Date or Term Availability Expiry Date, as the case may be; provided that in connection with any reduction or termination of Commitments under Section 2.05 or Section 2.08, the accrued commitment fee calculated for the actual number period ending on such date shall also be paid on the date of days elapsed (reduction or termination. The commitment fees provided in this subsection shall accrue at all times after the above-mentioned commencement date, including the first day but excluding the last day)at any time during which one or more conditions in Article V are not met.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Revolving Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Revolving Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Revolving Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Revolving Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Revolving Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); providedprovided that, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears on through and including the last day of each March, June, September and December of each year (with respect to shall be payable in arrears on the preceding three months or portion thereof) fifteenth day following such last day and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to pay to the Administrative Agent for the account of each of the Lenders in accordance with its pro rata portion of the Revolving Credit Lender Loan Commitment, Term Loan A Commitment and Term Loan B Commitment (i) for all periods from the Agreement Date through the Term Loan Commitment Termination Date, a commitment fee, which shall accrue at the applicable Commitment Fee Rate fee on the actual daily amount aggregate unborrowed balance of the undrawn Term Loan A Commitment and Term Loan B Commitment for each day at a rate equal to forty-five one hundredths of such one percent (0.45%) per annum, (ii) for all periods from the Agreement Date through the fifth (5th) Business Day after delivery of Borrower’s quarterly financial statements for the fiscal quarter ending December 31, 2008 (the “Adjustment Date”), a commitment fee on the aggregate unborrowed balance of the Revolving Credit Lender during Loan Commitment for each day at a rate equal to forty-five one hundredths of one percent (0.45%) per annum, and (iii) for all periods from the period from and including Adjustment Date through the date of this Agreement to but excluding the Termination Date (such feeupon which all Obligations have repaid and satisfied in full, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable in arrears commitment fee on the last aggregate unborrowed balance of the Revolving Loan Commitment for each day of each March, June, September and December of each year (with respect at a rate equal to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demandgrid set forth in Section 2.3(f), commencing on the first . Each such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees commitment fee shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 three hundred sixty (360) days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including elapsed, shall be payable quarterly in arrears on the last Business Day of each calendar quarter ending on March 31, June 30, September 30 or December 31, commencing with the first day but excluding quarter ending immediately after the last day)Agreement Date and shall be fully earned when due and non-refundable when paid. The commitment set forth in this Section 2.4(a) shall be subject to increase and decrease on the dates and in the amounts set forth in Section 2.3(f) hereof in the same manner as the adjustment of the Applicable Margin with upon satisfaction of the requirements set forth in Section 2.3(f) hereof. A final payment of any commitment fee then payable shall also be due and payable on the Term Loan Commitment Termination Date and the Revolving Loan Maturity Date.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date fee (such fee, the a “Commitment Fee”); provided, that for purposes of calculating ) on the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment average daily unused portion of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not Commitment, computed on a Refunded Swing Line Loan. Accrued Commitment Fees shall be payable quarterly basis in arrears on the last day Business Day of each Marchcalendar quarter based upon the daily utilization for that quarter as calculated by the Agent, June, September and December of each year (with respect equal to the preceding three months or portion thereof) and on Applicable Rate. For purposes of calculating utilization under this subsection, the Termination Date Revolving Commitments shall be deemed used to the extent of the principal amount of Revolving Loans then outstanding (and, if applicable, thereafter on demandexcluding any outstanding Swing Line Loans), commencing on plus the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effectall L/C Obligations then outstanding. All Commitment Fees shall accrue from the Effective Date to the Revolving Termination Date and shall be computed due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on September 30, 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 2.07, 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 a year of 360 daysthe 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, unless such computation would exceed the Highest Lawful Rate, including at any time during which one or more conditions in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Article V are not met.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the Borrower Company agrees to pay to the Administrative Agent in Dollars, for the account of distribution to each Revolving Credit Lender a in proportion to that Lender's Pro Rata Share, (i) commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during fees for the period from and including the date of this Agreement Closing Date to but and excluding the Revolving Loan Commitment Termination Date equal to the average of the daily excess of the Revolving Loan Commitments over the sum of the Dollar Equivalent of (such feea) the aggregate principal amount of outstanding Revolving Loans and Swing Line Loans plus (b) the Letter of Credit Usage and ---- (ii) commitment fees for the period from and including the Closing Date to and excluding the Merger Date equal to the excess of the Tranche A Term Loan Commitment over the aggregate principal amount of outstanding Tranche A Term Loans, in each case, multiplied by (a) for the period from and including the ------------- Closing Date to and excluding the date on which Administrative Agent receives a Compliance Certificate pursuant to subsection 6.1(iii) for the Fiscal Quarter ended July 31, 2000, 0.50% and (b) thereafter, the “Commitment Fee”); provided, that for purposes of calculating the appropriate Applicable Commitment Fee owing to any Revolving Credit LenderPercentage. Such commitment fees shall be calculated on the basis of a 365-day or 366-day year, as the undrawn Commitment case may be, and the actual number of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees days elapsed and shall be payable quarterly in arrears on the last day Business Day of January, April, July and October of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand)year, commencing on the first such date to occur after the date hereofClosing Date, on the Merger Date and on the Revolving Loan Commitment Termination Date. If there is any change in For purposes of calculating the Commitment of any Revolving Credit Lender during any such three-month periodcommitment fees, the actual daily aggregate principal amount of the Commitment Revolving Sterling Loans (but not any outstanding Swing Line Loans) shall be computed recalculated in accordance with subsection 2.4D(i) on the last Business Day of each calendar month and multiplied by on the Funding Date for any Revolving Sterling Loan. Except as provided in the immediately preceding paragraph, the Applicable Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees Percentage shall be computed determined on the basis first day of a year the calendar month following the delivery of 360 dayseach Compliance Certificate pursuant to subsection 6.1(iii), unless commencing with the Compliance Certificate for the Fiscal Quarter ended July 31, 2000, by reference to such computation would exceed Compliance Certificate (without regard to any subsequent corrections to reflect year-end audit adjustments). The Applicable Commitment Fee Percentage so determined shall apply for the Highest Lawful Rateperiod from and including the date of determination to and excluding the first day of the calendar month following the delivery of the next Compliance Certificate; provided, in which case interest shall be computed on however, that (1) if the basis of a year of 365 days (or 366 days Company fails to -------- ------- deliver any Compliance Certificate in a leap yeartimely manner pursuant to subsection 6.1(iii), or (2) upon the occurrence and during the continuation of any Event of Default, the highest percentage per annum set forth in the definition of the Applicable Commitment Fee Percentage shall be payable apply for the actual number of days elapsed (period from and including the first day but of the calendar month following the date on which such Compliance Certificate was required to be delivered to and excluding the last day)date on which Administrative Agent receives such Compliance Certificate or during the continuation of such Event of Default, as the case may be.

Commitment Fees. Except as otherwise provided (i) The Borrower agrees to pay to the DIP Agent for the account of each Lender, an upfront fee in an amount equal to such Lender’s pro rata share of the Commitment Fee Amount, which fee shall be earned and due and payable on the Effective Date. (ii) Subject to Section 5.03(b)2.16, the Borrower agrees to pay to the Administrative Agent DIP Agent, for the account of each Revolving Credit Lender a (excluding any Defaulting Lenders), an unused commitment fee, which shall accrue at the applicable Commitment Fee Rate on the actual daily amount of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date fee (such fee, the “Unused Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing ) equal to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced 0.50% per annum multiplied by the amount daily average of (A) prior to entry of the Final DIP Order, each such Lender’s Applicable Revolving Credit Percentage Unused New Money Interim Commitment and (B) after entry of any Swing Line Loan that is not the Final DIP Order, each such Lender’s Unused New Money Commitment. Such Unused Commitment Fee shall be calculated on the basis of a Refunded Swing Line Loan. Accrued Commitment Fees year consisting of 365 days (or 366 days in a leap year) and shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) calendar month and on the Termination Maturity Date for any period then ending for which the Unused Commitment Fee shall not have been previously paid. In the event the New Money Commitments terminate on any date other than the last day of a calendar month, the Borrower agrees to pay to the DIP Agent, for the account of each Lender (and, if applicable, thereafter on demandexcluding any Defaulting Lender), commencing on the first date of such date termination, each such Lender’s Unused Commitment Fee due for the period from the last day of the immediately preceding calendar month to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)termination occurs.

Commitment Fees. Except as otherwise provided in Section 5.03(b), the (i) The Borrower agrees to shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than a Defaulting Lender) in accordance with its Applicable Revolving Credit Percentage, a commitment fee, which shall accrue at fee equal to the applicable Commitment Fee Applicable Rate on times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations. For the avoidance of doubt, Swing Line Loans are not deducted from Revolving Credit Facility when calculating the commitment fee under this Section 2.09(a)(i). The commitment fee provided in this clause (i) shall accrue at all times during the Availability Period (Revolving), including at any time during which one or more of the undrawn Commitment of such Revolving Credit Lender during the period from and including the date of this Agreement to but excluding the Termination Date (such fee, the “Commitment Fee”); provided, that for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that conditions in Article IV is not a Refunded Swing Line Loan. Accrued Commitment Fees met, and shall be due and payable in arrears on (1) at the last day end of each March, June, September and December of each year calendar quarter occurring during the Availability Period (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demandRevolving), commencing on with the first such date to occur after the Closing Date, (2) with respect to commitment fees owing to Extending Lenders and Non-Extending Lenders, on the Maturity Date for Non-Extending Lenders, and (3) solely with respect to commitment fees owing to Extending Lenders, on the Maturity Date for Extending Lenders. (ii) The Borrower shall pay to the Administrative Agent for the account of each Term Lender (other than a Defaulting Lender) in accordance with its Applicable Term Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Term Facility exceeds the Total Term Outstandings. The commitment fee provided in this clause (ii) shall accrue at all times during the Availability Period (Term), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable in arrears at the end of each calendar quarter occurring during the Availability Period (Term), commencing with the first such date hereof. If to occur after the Closing Date. (iii) The commitment fees provided under this Section 2.09(a) shall be calculated quarterly in arrears, and if there is any change in the Commitment of any Revolving Credit Lender Applicable Rate during any such three-month periodquarter, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Applicable Rate separately for each period during such three-month period quarter that such Commitment Applicable Rate was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Commitment Fees. Except as otherwise provided in Section 5.03(b)Accruing from the Closing Date until the Revolving Credit Expiration Date, the Borrower agrees to pay to the Administrative Agent for the account of each Bank, as consideration for such Bank's Revolving Credit Lender Commitment hereunder, a commitment feefee (the "Commitment Fee") equal to a percentage per annum (computed -------------- on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) which shall accrue at be based upon the applicable Commitment Fee Rate Leverage Ratio for the immediately preceding fiscal quarter, as shown on the actual Borrower's most recently delivered financial statements pursuant to Section 8.3(b) (except as otherwise set forth in Section 4.1(c)), as follows, on the average daily unborrowed amount of the undrawn Commitment of such Bank's Revolving Credit Lender during Commitment as the period same may be constituted from and including the date of this Agreement time to but excluding the Termination Date time (such fee, the “Commitment Fee”); provided, that for purposes of calculating this computation, PNC's Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment, Letter of Credit Outstandings shall be deemed to be borrowed amounts under each Bank's Revolving Credit Commitments in accordance with its Ratable Share, and the Commitment Fee owing to amount of any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender Loans that any Bank wrongfully fails to fund shall not be reduced by the deemed to be an unborrowed amount of under such Lender’s Applicable Bank's Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment): Leverage Ratio Commitment Fee (%) -------------- ------------------ greater than or equal to 3.0 .375% less than 3.0 .25% All Commitment Fees shall be payable in arrears on the last day second Business Day of each MarchApril, JuneJuly, September October and December of each year (with respect to January after the preceding three months or portion thereof) date hereof and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount Expiration Date or upon acceleration of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)Notes.

Commitment Fees. Except as otherwise provided in Section 5.03(b)(i) The Borrowers agree to pay, the Borrower agrees to pay on a joint and several basis, to the Administrative Agent for the account of each of the Lenders having (i) a Revolving Credit Lender Loan Commitment in accordance with such Lender’s applicable Commitment Ratio, a commitment feefee on the unused Revolving Loan Commitment of such Lender for each day from the Agreement Date through and including the Maturity Date and (ii) a DDTL Commitment in accordance with such Lender’s applicable Commitment Ratio, which shall accrue a commitment fee on the unused DDTL Commitment of such Lender for each day from the Agreement Date through and including the DDTL Commitment Termination Date, in each case, at the applicable Commitment Fee Rate rate set forth below, based upon the Applicable Debt Rating (as such Applicable Debt Rating is determined pursuant to Section 2.4(a)(ii)) in effect on such date as set forth below: A. > BBB or Baa2 0.100 % B. BBB or Baa2 0.150 % C. BBB- or Baa3 0.225 % D. BB+ or Ba1 0.250 % X. XX xx Xx0 0.300 % F. < BB or Ba2 0.375 % Notwithstanding the actual daily amount of foregoing, from the undrawn Commitment of such Revolving Credit Lender during the period from Agreement Date through and including the date of this Agreement to but excluding the Termination Date (such feeApril 30, 2006, the “Commitment Fee”); provided, that applicable rate for purposes of calculating the Commitment Fee owing to any Revolving Credit Lender, the undrawn Commitment of such Revolving Credit Lender shall not be reduced by the amount of such Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees commitment fees set forth in this Section 2.4(a)(i) shall be payable in arrears on the last day of each March, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof0.225%. If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees Such commitment fee shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 365/366 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding elapsed, shall be payable quarterly in arrears on the last dayday of each fiscal quarter (provided, that if such day is not a Business Day, such commitment fee shall be payable on the next succeeding Business Day), and shall be fully earned when due and non-refundable when paid. A final payment of any commitment fee then payable with respect to (A) the Revolving Loan Commitments shall be due and payable on the Maturity Date and (B) the DDTL Commitments shall also be due and payable on the DDTL Commitment Termination Date.