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 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)(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 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: Applicable Debt Rating Rate on per Annum 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 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), 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 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 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)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 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 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 58 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. 113

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 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 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 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)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 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)Each Participant will receive, from amounts paid by the Borrower agrees to pay to Borrowers under the Administrative Agent for Loan Documents and the account of each Revolving Credit Lender Sponsor under the Operative Documents, 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 average daily amount of its Participant’s Unused Commitment for the period commencing on the Effective Date and ending on the Final Termination Date, that for purposes of calculating or such earlier date as the Participating Commitment shall expire or terminate, multiplied by the Applicable Percentage per annum, such 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 third Payment Date (and, if applicable, thereafter on demanda “Quarterly Date”), commencing on June 30, 2004, for the first such date to occur after preceding Payment Period, calculated on the date hereof. If there is any change in the Commitment basis of any Revolving Credit Lender during any such threea 360-month period, day year and the actual daily amount number 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 effectdays elapsed. All Commitment Fees shall be computed paid on the basis dates due, in immediately available funds, to the Participants by the Servicer from amounts received from the Borrowers and Sponsor. In the event that the commitment fees received by the Servicer from the Borrowers and the Sponsor are not sufficient on any Quarterly Date to pay the Commitment Fees to the Participants required pursuant hereto, the Sponsor shall, upon demand of the Servicer, immediately fund such difference to the Servicer (with such payment allocated to specific Loan Payment Defaults as agreed by Sponsor and Servicer, if applicable) and either, at the election of the Sponsor, (x) the Sponsor shall be reimbursed by the Servicer upon receipt of such amount from a Borrower, (y) the Loan Indebtedness shall be deemed to be reduced by such amount for purposes of a year repayment or purchase of 360 days, unless such computation would exceed Defaulted Loan by Sponsor in accordance with the Highest Lawful Rate, in which case interest terms of this Agreement or (z) if elected by Sponsor and if such amount is sufficient to cure any Loan Payment Default such amount 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)deemed to have satisfied Sponsor’s obligation to cure such Loan Payment Default hereunder.

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 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 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 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 [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 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 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 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 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 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 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 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 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 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 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 calendar quarter based upon the daily utilization for that quarter as calculated by the Agent, equal to the Applicable Commitment Fee Percentage. For purposes of calculating utilization under this subsection (b), the Revolving Commitments shall be deemed used to the extent of the Dollar Equivalent principal amount of Revolving Loans then outstanding, plus the amount of all L/C Obligations then outstanding, subject to adjustment as provided in Section 3.12. For the avoidance of doubt, the outstanding amount of Swing Line Loans shall not be counted towards or considered usage of the Revolving Commitments for purposes of determining the commitment fee. Such commitment fee shall accrue at all times from the Effective Date to the Revolving Termination Date, 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 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 Effective Date, with the final payment to be made on the Revolving Termination Date; provided, that, (i) no commitment fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (ii) any commitment fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period of time prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender; provided, further, that, in connection with any reduction or termination of the Aggregate Revolving Commitment under Section 2.09, the accrued commitment fee calculated for the period ending on such date hereofshall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. If The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Commitment of any Revolving Credit Lender Fee Percentage during any such three-month periodquarter, the actual daily amount of the Commitment shall be computed and multiplied by the Applicable Commitment Fee Rate Percentage separately for each period during such three-month period quarter that such Applicable Commitment Fee Percentage was in effect. All Commitment Fees The Agent shall use its commercially reasonable efforts to calculate the commitment fee, it being understood and agreed that any discrepancy in fee calculations will be computed on adjusted 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)immediately following billing cycle due date.

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 (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 relevant 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 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 The Borrower agrees to shall pay to the Administrative Agent for the account of (i) each Revolving Credit Lender in accordance with its Applicable Revolving Percentage, a commitment fee, which shall accrue at fee equal to the applicable Commitment Applicable Fee Rate on times the actual daily amount by which the Revolving Facility exceeds the sum of (A) the Outstanding Amount of Revolving Loans and (B) the Outstanding Amount of L/C Obligations and (ii) each Fourth Amendment Increase Term A Lender in accordance with its Applicable Percentage of the Fourth Amendment Increase Term A Facility, a commitment fee equal to the Applicable Fee Rate times the actual daily amount of the undrawn Commitment of such Revolving Credit Lender Fourth Amendment Increase Term A Loan Commitments.. The commitment fees shall accrue at all times during the period from and applicable Availability Period, including at any time during which one or more of 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 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 hereofFourth Amendment Effective Date, and on the last day of the Availability Period for the applicable Revolving Facility and the Fourth Amendment Increase Term A Facility, as applicable. 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), the Borrower Xxxxxx agrees to pay to the Administrative Agent on behalf of the Participants a commitment fee (the “Commitment Fees”) for the account benefit of (i) each Revolving Credit Lender a commitment fee, which shall accrue of the Non-Defaulting Participant Interest Parties at the applicable Commitment Fee Rate on such Non-Defaulting Participant Interest Party’s daily unused Participant Interest Contribution Commitment and (ii) Lessor at the actual applicable Commitment Fee Rate on Lessor’s daily unused Lessor Commitment, determined as of the last Business Day of each calendar quarter during the Commitment Period or, with respect to the final period, the last day of the Commitment Period; The Administrative Agent shall provide to the Lessee from time to time not less than six (6) Business Days prior to the due date(s) for each Commitment Fee, a written statement of the 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 feeFee then due, the “Commitment Fee”)due date therefor and the calculation thereof; provided, however, that for purposes Administrative Agent’s failure to give such notice shall not relieve Lessee of calculating its obligation to pay when due all Commitment Fees. During the Commitment Fee owing Period, all Commitment Fees may be payable through Advances subject 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 Loanconditions and limitations at Articles III and IV. Accrued The Commitment Fees shall be payable quarterly in arrears (on a date which is otherwise a Payment Date or the last day of each Marchthe Commitment Period, June, September and December of each year (with respect to the preceding three months or portion thereof) and on the Termination Date (and, if as 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 occurring during each calendar quarter, or portion thereof, ending on the last day of the calendar quarter immediately preceding such Payment Date (with the initial period for the Commitment Fees being the period from and including the first day but excluding Document Closing Date to and including the last day)day of the calendar quarter in which the Document Closing Date occurs or the last day of the Commitment Period, as applicable) for which such Commitment Fees are payable over a year of 360 days and shall be distributed by the Administrative Agent to those Participants entitled thereto in accordance with their respective interests therein.

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), 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 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 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 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 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 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 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.