Common use of Commitment Fees Clause in Contracts

Commitment Fees. (a) Borrower shall pay to Agent for the account of each Revolving Loan Lender revolving loan commitment fees for the period from May 20, 1997 to and including the Revolving Loan Termination Date at a rate per annum equal to 0.375%. Such revolving loan commitment fees shall be computed (on the basis of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Revolving Loan Termination Date and on the Revolving Loan Termination Date. (b) Borrower shall pay to Agent for the account of each Advance Loan Lender advance loan commitment fees for the period from May 20, 1997 to and including the Advance Loan Termination Date at a rate per annum equal to 0.25%. Such advance loan commitment fees shall be computed (on the basis of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Advance Loan Termination Date and on the Advance Loan Termination Date. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (a) During the period from and including ---------------- the date of execution and delivery of this Agreement to but excluding the last day of the Revolving Loan Availability Period, the Borrower shall pay to the Agent for the account of each the Lenders ratably in proportion to their Revolving Loan Lender revolving loan Commitments a commitment fees for fee at the period from May 20, 1997 to and including the Revolving Loan Termination Date at a applicable rate per annum equal to 0.375%. Such revolving loan commitment fees shall be computed (specified below on the basis of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) daily average amount by which the aggregate amount of each the Revolving Loan Lender's Revolving Loan Commitment for such day over (y) Commitments exceeds the sum of the Letter of Credit Exposure and the aggregate outstanding principal amount of the Revolving Loans. Such commitment fee shall accrue at the rate of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus 0.25% per annum during any Level I Pricing Period, (ii) 0.30% per annum during any Level II Pricing Period, (iii) 0.375% per annum during any Level III Pricing Period or Level IV Pricing Period or (iv) 0.4375% during any Level V Pricing Period. If the aggregate Letter of Credit Liabilities as rate at which the commitment fee accrues shall change, the daily average amount referred to such Lender for such day. Accrued revolving loan commitment fees above shall be payable in arrears on determined separately for the Quarterly Dates prior periods before and after such change. During the period from and including the date of execution and delivery of this Agreement to but excluding the Revolving Loan Termination Effective Date and on or earlier termination of the Revolving Loan Termination Date. (b) Term Commitments, the Borrower shall pay to the Agent for the account of each Advance Loan Lender advance loan the Lenders ratably in proportion to their Term Commitments a commitment fee at the rate of 0.50% per annum on the amount of their respective Term Commitments. All such commitment fees for the period shall accrue from May 20, 1997 to and including the Advance date of execution and delivery of this Agreement to but excluding, in the case of the Term Commitments, the Effective Date or earlier termination of the Term Commitments, or, in the case of the Revolving Loan Termination Date at a rate per annum equal to 0.25%Commitments, the last day of the Revolving Loan Availability Period. Such advance loan Accrued commitment fees under this paragraph shall be computed (on calculated by the basis Agent as of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount Effective Date, as of each Advance Quarterly Payment Date and as of the date of termination of the Revolving Loan Lender's Advance Loan Commitment for Commitments in their entirety. The Agent shall make such day over (y) calculation and notify the aggregate unpaid principal balance Borrower of the amount so calculated within three Domestic Business Days after each date as of which such Lender's Advance Notes on calculation is so required, and such day. Accrued advance loan commitment fees shall be payable in arrears on by the Quarterly Dates Borrower upon receipt of such notice, except that commitment fees accrued prior to the Advance Loan Termination Effective Date and or any earlier termination of the Commitments shall be payable on the Advance Loan Termination Datesuch date. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (a) The Borrower shall agrees to pay to the Administrative Agent the following commitment commission (each a “Commitment Fee”): (i) for the account of each Revolving Loan Lender revolving loan Tranche A Lender, a commitment fees fee for the period from May 20Tranche A Construction Loan Availability Period, 1997 to and including the Revolving Loan Termination Date computed at a rate equal to 0.75% per annum equal to 0.375%. Such revolving loan commitment fees shall be computed (on the basis daily average amount of the actual number Unutilized Commitment of days elapsed such Lender in a year composed respect of 360 days) on each day and shall be based the Tranche A Construction Facility during such period, commencing on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be date hereof and payable in arrears on the Quarterly Dates prior to the Revolving Loan Termination (A) each Semi-Annual Date and on (B) the Revolving last day of the Tranche A Construction Loan Termination Date.Availability Period; (bii) Borrower shall pay to Agent for the account of each Advance Loan Lender advance loan Tranche B Lender, a commitment fees fee for the period from May 20Tranche B Construction Loan Availability Period, 1997 to and including the Advance Loan Termination Date computed at a rate equal to 0.75% per annum on the daily average amount of the Unutilized Commitment of such Lender in respect of the Tranche B Construction Facility during such period, commencing on the date hereof and payable in arrears on (A) each Semi-Annual Date and (B) the last day of the Tranche B Construction Loan Availability Period; and (iii) for the account of the Revolver Lenders, a commitment fee for the Revolving Loan Availability Period equal to 0.25%. Such advance loan commitment fees shall be computed (on the basis of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess sum of (x) 0.75% per annum on the aggregate amount daily average Unutilized Commitment of each Advance Loan Lender's Advance Loan Commitment for such day over Lender in respect of the Revolving Facility plus (y) prior to the aggregate unpaid principal balance Term Conversion Date, 0.50% per annum on daily average Unavailable Commitment of such Lender's Advance Notes Lender in respect of the Revolving Facility, in each case, commencing on such day. Accrued advance loan commitment fees shall be the date hereof and payable in arrears on the Quarterly Dates prior to the Advance Loan Termination (A) each Semi-Annual Date and on (B) the Advance Loan Termination Datelast day of the Revolver Availability Period. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (a) The Borrower shall agrees to pay to the Administrative Agent for the account of each Revolving Loan Lender revolving loan and FEC a commitment fees fee (the “Commitment Fees”) on the daily unused portion of the Commitment Amount, for the period commencing on the Effective Date and continuing through the Closing Date, as set forth below: (a) The Commitment Fees payable to the Tranche A Lenders shall be payable by the Borrower on the Closing Date and shall be in an amount equal to the product of 0.045% per annum, multiplied by the daily unused portion of the Tranche A Commitment Amount, multiplied by the actual number of days elapsed from May 20the Effective Date to the Closing Date, 1997 divided by 360. The Commitment Fees payable to the Tranche B Lenders shall be payable by the Borrower on the Closing Date and including shall be in an amount equal to the Revolving Loan Termination Date at product of a rate per annum equal to 0.375%. Such revolving loan commitment fees shall be computed (on one half of the basis LIBO Applicable Margin in effect from time to time, multiplied by the daily unused portion of the Tranche B Commitment Amount, multiplied by the actual number of days elapsed in a year composed from the Effective Date to the Closing Date, divided by 360. Each payment of 360 days) on each day and Commitment Fee to the Lenders shall be based allocated by the Administrative Agent on the excess of (x) the aggregate amount basis of each Revolving Loan Lender's Revolving Loan ’s Percentage of the unused portion of the Commitment Amount for such day over (y) the sum actual number of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Revolving Loan Termination Date and on the Revolving Loan Termination Datedays elapsed. (b) The Commitment Fee payable to FEC shall be payable by the Borrower on the Closing Date and shall pay to Agent for the account of each Advance Loan Lender advance loan commitment fees for the period from May 20, 1997 to and including the Advance Loan Termination Date at a rate per annum be in an amount equal to 0.25%. Such advance loan commitment fees shall be computed (on the basis product of 0.10% per annum, multiplied by the daily unused portion of the Commitment Amount, multiplied by the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on from the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be payable in arrears on the Quarterly Dates prior Effective Date to the Advance Loan Termination Date and on the Advance Loan Termination Closing Date, divided by 360. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (a) Borrower shall The Company agrees to pay to Agent the Administrative Agent, (i) for the account of each Lender (other than any Extending Revolving Credit Lender or Second Extending Acquisition Loan Lender revolving loan Lender), a commitment fees for the period fee from May 20, 1997 to and including the Closing Date to but excluding the later of the Revolving Credit Termination Date and the Acquisition Loan Termination Date on the sum of such Lender's Available Revolving Credit Commitment and Available Acquisition Loan Commitment outstanding from time to time, at the rate per annum for each day during the period for which payment is made set forth opposite the Applicable Level on such day, and (ii) for the account of each Extending Revolving Credit Lender and Second Extending Acquisition Loan Lender, a commitment fee from and including the Third Amendment Effective Date to but excluding the later of the Extended Revolving Credit Termination Date and the Extended Acquisition Loan Termination Date on the sum of such Lender's Available Revolving Credit Commitment and Available Acquisition Loan Commitment outstanding from time to time, at the rate per annum for each day during the period for which payment is made set forth opposite the Applicable Level on such day plus, for each of Levels 3 and 4, 0.125%: The commitment fee provided for in this subsection 8.9 shall be payable quarterly in arrears on the last day of each fiscal quarter and on the Revolving Credit Termination Date or Extended Revolving Credit Termination Date, as the case may be, with respect to the Available Revolving Credit Commitments and on the Acquisition Loan Termination Date or Extended Acquisition Loan Termination Date, as the case may be, with respect to the Available Acquisition Loan Commitments. 8. AMENDMENT TO SUBSECTION 8.11(A) (LETTER OF CREDIT FEES). Subsection 8.11(a) of the Credit Agreement is hereby amended by deleting the first paragraph of such subsection in its entirety and substituting, in lieu thereof, the following: (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative issuance, amendment and negotiation fees), the Company agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to 0.375%. Such revolving loan commitment fees shall be computed (the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the basis last day of each fiscal quarter of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Revolving Loan Termination Date Company and on the Revolving Credit Termination Date or the Extended Revolving Credit Termination Date as the case may be and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. After the Third Amendment Effective Date, the Letter of Credit fees payable for the benefit of the Non-Extending Revolving Credit Lenders and Extending Revolving Credit Lenders, respectively, shall be as provided in the definition of "Applicable Margin" in subsection 1.1. 9. AMENDMENT TO SUBSECTION 8.18 (PRO RATA TREATMENT AND PAYMENTS). Subsection 8.18(a) of the Credit Agreement is hereby amended by adding the following clause to the end of the second sentence of such subsection: , provided that (i) so long as no Event of Default shall have occurred and be continuing, the Company may pay the principal of the Revolving Credit Loans of the Non-Extending Revolving Credit Lenders on or after the Non-Extended Revolving Credit Termination Date without making any equivalent payment of principal of the Revolving Credit Loans of the Extending Revolving Credit Lenders, (ii) so long as no Event of Default shall have occurred and be continuing, the Company may make payments of principal of the Acquisition Loans of the Non-Extending Acquisition Lenders or the First Extending Acquisition Lenders without making any equivalent payment of principal of the Acquisition Loans of the other Acquisition Lenders in order to reduce the principal of the Acquisition Loans of such Non-Extending Acquisition Lenders or such First Extending Acquisition Lenders to the amount of their Acquisition Loan Commitments as of the date of any scheduled reduction of the Non-Extended Acquisition Loan Commitments or the First Extended Acquisition Loan Commitments or to pay in full the principal of its Acquisition Loans on the Original Acquisition Loan Termination Date. , (biii) Borrower shall pay to Agent for the account of each Advance Loan Lender advance loan commitment fees for the period from May 20, 1997 to and including the Advance Loan Termination Date at a rate per annum equal to 0.25%. Such advance loan commitment fees shall be computed (on the basis of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Advance Loan Termination Date and on the Advance Third Amendment Effective Date, borrowings under the Acquisition Loan Termination Commitments shall be made from among the Acquisition Loan Lenders in order to make the ratio of the Acquisition Loans of each Acquisition Loan Lender to its Acquisition Loan Commitment as close as practicable to the ratio thereof for the other Acquisition Loan Lenders and (iv) on and after the Third Amendment Effective Date, payments of interest on the Revolving Credit Loans and the Acquisition Loans shall be made PRO RATA according to the respective amounts of interest owing to the Lenders who have made Revolving Credit Loans or Acquisition Loans, as the case may be. 10. AMENDMENT TO SUBSECTION 13.2 (cINDEBTEDNESS). Subsection 13.2 of the Credit Agreement is hereby amended by: (a) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date deleting paragraph (k) of such Advance Loan. Concurrently with each Advance Loan made on or after November 20subsection in its entirety and substituting, 1997in lieu thereof, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.following:

Commitment Fees. (a) Borrower shall The Parent will pay or procure there is paid to the Facility Agent for the account of each Revolving Loan Lender revolving loan commitment fees for the period from May 20, 1997 to and including the Revolving Loan Termination Date at Banks a rate per annum equal to 0.375%. Such revolving loan commitment fees shall be computed (fee on the basis Revolving Facility from the date of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of this Agreement which will:- (i) be computed at the aggregate unpaid principal balance rate of such Lender's 0.75 per cent. per annum or 50 per cent of the Margin (whichever is the lower) on the daily, undrawn, uncancelled amount of the total Revolving Note on such day plus Commitments; and (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable quarterly in arrears on the Quarterly Dates prior to the Revolving Loan Termination Date and on the Revolving Loan Termination Facility Repayment Date. (b) Borrower shall The Parent will pay or procure there is paid to the Facility Agent for the account of each Advance Loan Lender advance loan the Tranche A Banks a commitment fees for fee on the period Tranche A Term Facility from May 20, 1997 to and including the Advance Loan Termination Date date of this Agreement which will be computed at a the rate of 0.5% per cent. per annum equal to 0.25%. Such advance loan commitment fees shall be computed (on the basis daily, undrawn amount of the actual number of days elapsed in a year composed of 360 days) on each day total Tranche A Commitments, and shall will be based payable on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Advance Loan Termination Date and on the Advance Loan Termination Completion Date. (c) Concurrently with each Advance Loan made prior The Parent will pay or procure there is paid to November 20, 1997, Borrower shall pay to the Facility Agent for the account of each Advance Loan Lender an additional advance loan the Tranche B Banks a commitment fee in an amount equal to on the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days Tranche B Term Facility from May 20, 1997 through the date of such Advance Loanthis Agreement which will be computed at the rate of 0.5% per cent. Concurrently with each Advance Loan made per annum on the daily, undrawn amount of the total Tranche B Commitments, and will be payable on the Completion Date. (d) The Parent will pay or after November 20, 1997, Borrower shall pay procure there is paid to the Facility Agent for the account of each Advance Loan Lender an additional advance loan the Tranche C Banks a commitment fee in an on the Tranche C Term Facility from the date of this Agreement which will be computed at the rate of 0.5% per cent. per annum on the daily, undrawn amount equal to of the Advance Loan made by such Advance Loan Lender times 0.0625%total Tranche C Commitments, and will be payable on the Completion Date. (de) All past due The commitment fees payable under this Section shall bear interest at Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the Past Due Ratebasis of a 365 day year and the actual number of days elapsed.

Commitment Fees. (a) 8.12.1 The Borrower shall pay to Agent the Administrative Agent, for the account of each Revolving Loan Lender revolving loan Lender, a commitment fees for fee from October 1, 2020 until the period from May 20, 1997 to and including Facility A Maturity Date calculated on a daily basis on the Revolving Loan Termination Date amount of such Lender’s Facility A Available Commitment at a the rate per annum equal to 0.375%the Applicable Margin with respect to the calculation of the commitment fee in effect from time to time during the period for which such payment is made, payable in arrears on the first day of the calendar month immediately following the last day of each fiscal quarter of the Borrower, and if such day is not a Banking Day, then on the next following Banking Day, commencing on January 4, 2021, and also on the Facility A Maturity Date. For the purpose of this Section 8.12.1, each Lender’s Facility A Available Commitment means at any time such Lender’s Facility A Commitment at such time less its Facility A Participation in the amount of the Facility A Loan in CDollars, less the Swingline Loan (in the case of the Swingline Lender) in CDollars at such time, less its Facility A Participation in the Equivalent Amount in CDollars of the Facility A Loan in USDollars at such time and less the Equivalent Amount in CDollars of the Swingline Loan in USDollars (in the case of the Swingline Lender). For the purposes of this Section 8.12.1, the Equivalent Amount in CDollars to be determined for any day of a month comprised in any calculation period shall be deemed to be the rate for the purchase of the relevant currency quoted or published or otherwise made available by the Bank of Canada at 4:30 p.m. on the first Business Day in such month. Such revolving loan fee is payable in CDollars. 8.12.2 The Borrower shall pay to the Administrative Agent, for the account of each Lender, a commitment fee from October 1, 2020 until the Facility B Maturity Date calculated on a daily basis on the amount of such Lender’s Facility B Available Commitment at the rate per annum equal to the Applicable Margin with respect to the calculation of the commitment fee in effect from time to time during the period for which such payment is made, payable in arrears on the first day of the calendar month immediately following the last day of each fiscal quarter of the Borrower, and if such day is not a Banking Day, then on the next ​ ​ following Banking Day, commencing on January 4, 2021, and also on the Facility B Maturity Date. For the purpose of this Section 8.12.2, each Lender’s Facility B Available Commitment means at any time such Lender’s Facility B Commitment at such time less its Facility B Participation in the amount of the Facility B Loan. 8.12.3 The Borrower shall pay to the Administrative Agent, for the account of each Lender, a commitment fee from October 1, 2020 until the Facility C Maturity Date calculated on a daily basis on the amount of such Lender’s Facility C Available Commitment at the rate per annum equal to the Applicable Margin with respect to the calculation of the commitment fee in effect from time to time during the period for which such payment is made, payable in arrears on the first day of the calendar month immediately following the last day of each fiscal quarter of the Borrower, and if such day is not a Banking Day, then on the next following Banking Day, commencing on January 4, 2021, and also on the Facility C Maturity Date. For the purpose of this Section 8.12.38.12.2, each Lender’s Facility C Available Commitment means at any time such Lender’s Facility C Commitment at such time less its Facility C Participation in the amount of the Facility C Loan. 8.12.4 The Borrower shall pay to the Administrative Agent, for the account of each Lender, a commitment fee from October 1, 2020 until the Facility D Maturity Date calculated on a daily basis on the amount of such Lender’s Facility D Available Commitment at the rate per annum equal to the Applicable Margin with respect to the calculation of the commitment fee in effect from time to time during the period for which such payment is made, payable in arrears on the first day of the calendar month immediately following the last day of each fiscal quarter of the Borrower, and if such day is not a Banking Day, then on the next following Banking Day, commencing on January 4, 2021, and also on the Facility D Maturity Date. For the purpose of this Section 8.12.4, each Lender’s Facility D Available Commitment means at any time such Lender’s Facility D Commitment at such time less its Facility D Participation in the amount of the Facility D Loan. 8.12.5 The commitment fees shall accrue from day to day and be computed (calculated on the basis of a year of 365 (or 366 in a leap year) days for the actual number of days elapsed elapsed. Under no circumstances shall any such commitment fee be refundable either in a year composed of 360 days) on each day and shall be based on whole or in part, even if no Advance is ever made under the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Revolving Loan Termination Date and on the Revolving Loan Termination Dateterms hereof. (b) Borrower shall pay to Agent for the account of each Advance Loan Lender advance loan commitment fees for the period from May 20, 1997 to and including the Advance Loan Termination Date at a rate per annum equal to 0.25%. Such advance loan commitment fees shall be computed (on the basis of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Advance Loan Termination Date and on the Advance Loan Termination Date. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. The Borrower shall pay to: (a) Borrower shall pay to Agent for the account of each Revolving Loan Lender revolving loan Tranche A Lenders a commitment fees fee (the Tranche A Commitment Fee ) for the period from May 20, 1997 commencing on the Effective Date to and including the Revolving Loan Termination Date at a rate per annum equal to 0.375%. Such revolving loan commitment fees shall be or the earlier date of termination of the Tranche A Commitment, computed (on the basis of the actual number of days elapsed in over a year composed of 360 days) at the rate of one percent (1.0%) per annum on each day and the average daily Unused Total Tranche A Commitment. The Tranche A Commitment Fee, to the extent then accrued, shall be based on the excess of payable (x) monthly, in arrears, on the aggregate amount last calendar day of each Revolving Loan Lender's Revolving Loan Commitment for such day over month, (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Revolving Loan Termination Date and on (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the Revolving Loan Termination Date.Total Tranche A Commitment; and (b) Borrower shall pay subject to Agent for entry by the account Bankruptcy Court of each Advance Loan Lender advance loan the Supplemental Approval Order, the Tranche C Lenders holding Subsequent Tranche C Commitments a commitment fees fee (the Tranche C Commitment Fee ) for the period from May 20, 1997 commencing on the Effective Date to and including the Advance Loan Subsequent Tranche C Commitment Termination Date at a rate per annum equal to 0.25%. Such advance loan commitment fees shall be or the earlier date of termination of the Subsequent Tranche C Commitment, computed (on the basis of the actual number of days elapsed in over a year composed of 360 days) at the rate of two and five-eighths percent (2.625%) per annum on each day the Subsequent Tranche C Commitment. The Tranche C Commitment Fee, to the extent then accrued and approved by the Bankruptcy Court as set forth in the Supplemental Approval Order, shall be based on the excess of payable (x) on the aggregate amount funding date of each Advance the Subsequent Tranche C Loan Lender's Advance Loan Commitment for such day over and (y) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Advance Loan Termination Date and on the Advance Loan Termination DateTotal Subsequent Tranche C Commitment. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (ai) The Borrower shall pay to the Administrative Agent for the ratable account of each Bank with a Revolving Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Maturity Date and the date on which the Aggregate Revolving Commitment shall have been terminated in full, an aggregate commitment fee (the "Revolving Commitment Fee") on the daily average ------------------------ amount of the Aggregate Available Revolving Commitment equal to 0.500% per annum for any period that the Consolidated Total Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is greater than or equal to 5.50 to 1.00 and 0.375% per annum for any period that the Consolidated Total Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is less than 5.50 to 1.00. The Revolving Commitment Fee shall begin to accrue on and after the Effective Date and shall cease to accrue on the earlier of the Maturity Date and the date on which the Aggregate Revolving Commitments shall have been terminated in full. (ii) The Borrower shall pay to the Administrative Agent for the ratable account of each Bank with an Additional Term A Loan Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Maturity Date and the date on which the Additional Term A Commitments shall have been terminated in full, an aggregate commitment fee (the "Term A Commitment Fee") on the --------------------- daily average amount of the aggregate Additional Term A Loan Commitments equal to 0.500% per annum. The Term A Commitment Fee shall begin to accrue on and after the Effective Date and shall cease to accrue on the earlier of the Maturity Date and the date on which the Additional Term A Loan Commitments shall have been terminated in full. (iii) The Borrower shall pay to the Administrative Agent for the account of each Bank with an Incremental Revolving Loan Lender revolving loan commitment fees for the period from May 20Commitment, 1997 to and including the Revolving Loan Termination Date at a rate per annum equal to 0.375%. Such revolving loan commitment fees shall be computed (on the basis last Business Day of each March, June, September and December and on the earlier of the actual number Maturity Date and the date on which each Incremental Revolving Commitment of days elapsed a Bank shall have been terminated in a year composed full, the Incremental Commitment Fee for each Incremental Revolving Commitment of 360 days) on each day and shall be based such Bank on the excess of (x) the aggregate daily average amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such LenderBank's aggregate unutilized Incremental Revolving Note Commitments. Each Incremental Commitment Fee shall begin to accrue on such day plus (ii) and after the aggregate Letter of Credit Liabilities as date when the related Incremental Revolving Commitment shall have become effective hereunder and shall cease to such Lender for such day. Accrued revolving loan commitment fees shall be payable in arrears accrue on the Quarterly Dates prior to earlier of the Revolving Loan Termination Maturity Date and on the Revolving Loan Termination Date. (b) Borrower shall pay to Agent for the account of each Advance Loan Lender advance loan commitment fees for the period from May 20, 1997 to and including the Advance Loan Termination Date at a rate per annum equal to 0.25%. Such advance loan commitment fees shall be computed (on the basis of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Advance Loan Termination Date and on the Advance Loan Termination Date. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date of on which such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower Incremental Revolving Commitment shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee have been terminated in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%full. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (a) Borrower shall Company agrees to pay to Agent Administrative Agent, for the account of distribution to each Revolving Loan Lender revolving loan in proportion to that Lender's Pro Rata Share, commitment fees for the period from May 20, 1997 to and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date at a rate per annum equal to 0.375%. Such revolving loan the average of the daily excess of the Revolving Loan Commitments over the Total Utilization of Revolving Loan Commitments (but not any outstanding Swing Line Loans) multiplied by the Commitment Fee Percentage, ---------- -- such commitment fees shall to be computed (calculated on the basis of a 360-day year and the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable quarterly in arrears on the Quarterly Dates prior last Business Day of each March, June, September and December of each year commencing on the first such date to occur after the Revolving Loan Termination Date Closing Date, and on the Revolving Loan Commitment Termination Date. . Upon delivery of the Margin Determination Certificate by Company to Administrative Agent pursuant to subsection 6.1(xix), the Commitment Fee Percentage shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the next succeeding Business Day following the receipt by Administrative Agent of such Margin Determination Certificate; provided that (b1) Borrower shall pay at any time a Margin -------- Determination Certificate is not delivered at the time required pursuant to Agent for subsection 6.1(xix), from the account time such Margin Determination Certificate was required to be delivered until delivery of each Advance Loan Lender advance loan commitment fees for such Margin Determination Certificate, the period from May 20, 1997 to and including the Advance Loan Termination Date at a rate per annum equal to 0.25%. Such advance loan commitment fees Commitment Fee Percentage shall be computed 0.500%, and (on the basis of the actual number of days elapsed in 2) if a year composed of 360 days) on each day and shall be based on the excess of Margin Determination Certificate erroneously indicates an applicable margin (x) more favorable to Company than should be afforded by the aggregate amount actual calculation of each Advance Loan Lender's Advance Loan Commitment the Consolidated Total Leverage Ratio, Company shall promptly pay additional commitment fees to correct for such day over error, and (y) less favorable to Company than should be afforded by the aggregate unpaid principal balance actual calculation of such Lender's Advance Notes on such day. Accrued advance loan commitment fees the Consolidated Total Leverage Ratio, Lenders shall be payable in arrears on the Quarterly Dates prior to the Advance Loan Termination Date and on the Advance Loan Termination Date. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in promptly reimburse Company an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated excess commitment fees to correct for a period equal to the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%error. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. The Parent shall pay, or procure that there is paid, to the Agent: Back to Contents (a) Borrower shall pay to Agent on the First Drawdown Date, on 30 September 1999 and on the last day of the Term Loan Facility Commitment Period in respect of the Term Loan Facilities (other than the Termed Out Revolving Facility) for the account of each Revolving the Banks (pro rata their relevant Commitments) commitment commission computed from the date of this Agreement until and including the last day of the Term Loan Lender revolving loan commitment fees for Facility Commitment Period at the period rate, from May 20, 1997 the date of this Agreement to and including the Acquisition Completion Date, of 0.25 per cent. per annum and, thereafter until and including the last day of the Term Loan Facility Commitment Period, of 0.50 per cent. per annum, on the daily amount of the Total Commitments in respect of the Term Loan Facilities (other than the Termed Out Revolving Facility); (b) on the Effective Date and for the account of the Banks (pro rata their relevant Commitments) commitment commission computed from the date of the Amendment Agreement until and including the last day of that Term Loan Facility Commitment Period at the rate of 0.75 per cent. per annum on the daily amount of the Total Commitments in respect of the Termed Out Revolving Loan Termination Date at a rate per annum equal to 0.375%. Such revolving loan commitment fees shall be computed Facility; and (c) on the basis of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Revolving Loan Termination Effective Date and on the dates falling on each 31 March, 30 June, 30 September and 31 December after the Effective Date and on the Termination Date in respect of the Revolving Loan Termination Date. (b) Borrower shall pay to Agent Credit Facility , for the account of each Advance Loan Lender advance loan the Banks (pro rata their relevant Commitments), commitment fees for the period commission computed from May 20, 1997 to and including the Advance Loan Termination Date at a rate per annum equal to 0.25%. Such advance loan commitment fees shall be computed (on the basis of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Advance Loan Termination Date and on the Advance Loan Termination Date. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date of the Amendment Agreement at the rate of 0.75 per cent. per annum on the daily amount by which the Total Commitments in respect of the Revolving Credit Facility exceeds the aggregate of the Revolving Credit Advances and the amount of all outstanding Letters of Credit. If any Drawings are outstanding in an Optional Currency, the amount of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent Drawings for the account purpose of each Advance Loan Lender an additional advance loan fee in an amount equal calculating commitment commission shall be deemed to be the Advance Loan made by Sterling Amount of such Advance Loan Lender times 0.0625%Drawings. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (a) 11.2.1 The Borrower shall pay to Agent for the Lending Banks a commitment fee at the rate of zero point two five per centum (0.25%) per annum on the account of each Revolving Loan Lender revolving loan commitment fees the Available Ringgit Advances Commitment based on the drawdown schedule for the period from May 20, 1997 to TL I Facility and including ending on the Revolving Loan Commitment Termination Date at a rate per annum equal to 0.375%Date. Such revolving loan commitment fees drawdown schedules shall be computed (agreed upon by the Facility Agent and the Borrower on or before the basis execution of the actual number of days elapsed in a year composed of 360 days) on each day this Agreement and shall be based on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities annexed hereto as to such Lender for such daySchedule 10. Accrued revolving loan The Ringgit Advances commitment fees shall be payable in arrears on from the Quarterly Dates prior date of this Agreement to the Revolving Loan earlier of he Commitment Termination Date and or the date on which the Revolving Loan Termination DateAvailable Ringgit Advances Commitment first equals zero. (b) 11.2.2 The Borrower shall pay to Agent for the Funding Lender a commitment fee at the rate of zero point two five per centum (0.25%) per annum on the account of each Advance Loan Lender advance loan commitment fees the Available Dollar Advances Commitment based on the drawdown schedule for the period from May 20, 1997 to Dollar Advances Facility and including ending on the Advance Loan Commitment Termination Date at a rate per annum equal to 0.25%Date. Such advance loan commitment fees drawdown schedule shall be computed (agreed upon by the Facility Agent and the Borrower on or before the basis execution of the actual number of days elapsed in a year composed of 360 days) on each day this Agreement and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such dayannexed hereto as Schedule 10. Accrued advance loan The Dollar Advances commitment fees fee shall be payable in arrears on from the Quarterly Dates prior date of this Agreement to the Advance Loan earlier of the Commitment Termination Date and or the date on which the Advance Loan Termination DateAvailable Dollar Advances Commitment first equals zero. (c) Concurrently with each Advance Loan made prior to November 20, 1997, 11.2.3 The Borrower shall pay to Agent for the account Funding Lender a commitment fee at the rate of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% zero point two five per centum (0.25%) per annum calculated for a on the Available Dollar RC Commitment from day to day during the period equal to the number of days from May 20, 1997 through beginning on the date of such Advance Loanthis Agreement and ending on the Commitment Termination Date. Concurrently with each Advance Loan made The Dollar RC commitment fee shall be payable from the date of this Agreement and on or after November 20, 1997, Borrower shall pay to Agent for the account earlier of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%Commitment Termination Date and the date on which the Available RC Commitment first equals zero. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (ai) Borrower shall Company agrees to pay to Agent Agent, for the account of distribution to each Revolving Loan Lender revolving loan in proportion to that Lender's Pro Rata Share, commitment fees for the period from May 20, 1997 to and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date at a rate per annum equal to 0.375%. Such revolving loan (a) the average of the daily excess of the Revolving Loan Commitments over the sum of (x) the aggregate principal amount of Revolving Loans outstanding plus (y) the Letter of Credit Usage, ---- multiplied by (b) 1/4 of 1% per annum, such commitment fees shall to be computed (------------- calculated on the basis of a 360-day year and the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing on the Quarterly Dates prior first such date to occur after the Revolving Loan Termination Date Closing Date, and on the Revolving Loan Commitment Termination Date.Date (provided however that such per annum percentage shall be -------- ------- increased to 3/8 of 1% per annum during any period in which the Leverage Ratio is greater than 4.00:1.00); and (bii) Borrower shall Company agrees to pay to Agent Agent, with respect to the Additional Credit Commitments made under each Additional Credit Facility Supplement, for the account of distribution to each Advance Loan Additional Credit Lender advance loan in proportion to that Additional Credit Lender's Pro Rata Share, commitment fees for the period from May 20, 1997 to and including the Advance applicable Additional Credit Closing Date to and excluding the Revolving Loan Commitment Termination Date at a rate (a) the average of the daily excess of the applicable Additional Credit Commitments over the aggregate principal amount of Additional Credit Loans outstanding thereunder, multiplied by (b) 1/4 of 1% per annum equal to 0.25%. Such advance loan annum, such commitment fees shall to ------------- be computed (calculated on the basis of a 360-day year and the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall to be payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing on the Quarterly Dates prior first such date to occur after the Advance Loan Termination Date applicable Additional Credit Facility Closing Date, and on the Advance Revolving Loan Commitment Termination Date. Date (c) Concurrently with each Advance Loan made prior provided however that such -------- ------- per annum percentage shall be increased to November 20, 1997, Borrower shall pay to Agent for the account 3/8 of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.1251% per annum calculated for a during any period equal to in which the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%Leverage Ratio is greater than 4.00:1.00). (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (a) Borrower shall Subject to Section 2.10, the Company agrees to pay to the Administrative Agent for the account of each Revolving Loan Lender revolving loan a commitment fees fee, for the period from May 20the date on which the Effective Time occurs to the Termination Date, 1997 to and including the Revolving Loan Termination Date at a rate per annum equal to 0.375%the Commitment Fee Rate in effect from time to time on such Revolving Lender’s Percentage with respect to the Revolving Facility of the unused amount of the Revolving Commitment Amount. Such revolving loan commitment fees For purposes of calculating usage under this Section, the Revolving Commitment Amount shall be computed (on deemed used to the basis extent of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid outstanding principal balance amount of such Lender's all Revolving Note on such day plus Loans (iibut not Swing Line Loans) and the aggregate Letter Stated Amount of Letters of Credit Liabilities as to at such Lender for such daytime. Accrued revolving loan Such commitment fees fee shall be payable in arrears on the Quarterly Dates prior to the Revolving Loan Termination Date last Business Day of each calendar quarter and on the Revolving Loan Termination DateDate for any period then ending for which such commitment fee shall not have theretofore been paid. The commitment fee shall be computed for the actual number of days elapsed on the basis of a year of 360 days. (b) Borrower shall Subject to Section 2.10, the Company agrees to pay to the Administrative Agent for the account of each Advance Loan DDTL Lender advance loan a commitment fees fee, for the period from May November 20, 1997 2021 to and including the Advance Loan Termination Date DDTL Expiration Date, at a rate per annum equal to 0.25%. Such advance loan commitment fees shall be computed (on the basis DDTL Non-Use Fee Rate in effect from time to time such DDTL Lender’s Percentage with respect to the DDTL Facility of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate unused amount of each Advance Loan Lender's Advance Loan the DDTL Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such dayAmount. Accrued advance loan The commitment fees fee shall be payable in arrears on the Quarterly Dates last Business Day of each calendar quarter prior to the Advance Loan Termination DDTL Expiration Date and on the Advance Loan Termination Date. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower DDTL Expiration Date for any period then ending for which the commitment fee shall pay to Agent not have theretofore been paid. The commitment fee shall be computed for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the actual number of days from May 20, 1997 through elapsed on the date basis of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account a year of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%360 days. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (a) The Borrower shall agrees to pay to the Administrative Agent for the account of and as agent for each Revolving Loan Lender revolving loan a commitment fees fee (the “Commitment Fees”) for the period from May 20commencing on the Effective Date and continuing through the Closing NYDOCS03/880756.14 19 Date, 1997 as set forth in this Section 3.3. The Commitment Fees payable to the Tranche A Lenders shall be payable by the Borrower on the Closing Date and including the Revolving Loan Termination Date at a rate per annum shall be in an amount equal to 0.375%. Such revolving loan commitment fees shall be computed (on the basis product of 0.10% per annum, multiplied by the daily unused portion of the Tranche A Commitment Amount, multiplied by the actual number of days elapsed from the Effective Date to the initial Closing Date (and if the Loans are prepaid and reborrowed pursuant to Section 3.7, from the date of such prepayment to the subsequent Closing Date), divided by 360. The Commitment Fees payable to the Tranche B Lenders that have committed to Loans denominated in a year composed of 360 days) Dollars shall be payable by the Borrower on each day the Closing Date and shall be based on the excess of (x) the aggregate in an amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable in arrears on the Quarterly Dates prior equal to the Revolving Loan Termination Date and on product of 1.50% multiplied by the Revolving Loan Termination Date. (b) Borrower shall pay daily unused portion of the Tranche B Commitment Amount that is committed to Agent for the account of each Advance Loan Lender advance loan commitment fees for the period from May 20be denominated in Dollars, 1997 to and including the Advance Loan Termination Date at a rate per annum equal to 0.25%. Such advance loan commitment fees shall be computed (on the basis of multiplied by the actual number of days elapsed from the Effective Date to the initial Closing Date (and if the Loans are prepaid and reborrowed pursuant to Section 3.7, from the date of such prepayment to the subsequent Closing Date), divided by 360. Payment of the Commitment Fee to the Tranche B Lenders that have committed to Loans denominated in a year composed Dollars shall be allocated by the Administrative Agent on the basis of 360 days) each Lender’s ratable share of the unused portion of the Tranche B Commitment Amount that is committed to be denominated in Dollars for the actual number of days elapsed. The Commitment Fees payable to the Tranche B Lenders that have committed to Loans denominated in Euro shall be payable by the Borrower on each day the Closing Date and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Advance Loan Termination Date and on the Advance Loan Termination Date. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made product of 1.125% multiplied by such Advance Loan Lender times 0.125% per annum calculated for a period equal the daily unused portion of the Tranche B Commitment Amount that is committed to be denominated in Euro, multiplied by the actual number of days elapsed from May 20the Effective Date to the initial Closing Date (and if the Loans are prepaid and reborrowed pursuant to Section 3.7, 1997 through from the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal prepayment to the Advance Loan made subsequent Closing Date), divided by such Advance Loan Lender times 0.0625%360. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (ai) Borrower shall Company agrees to pay to Agent Administrative Agent, for the account of distribution to each Revolving Loan Lender revolving loan in proportion to that Lender's Pro Rata Share, commitment fees for the period from May 20, 1997 to and including the Closing Date to and excluding the Revolving Loan Commitment Termination Date at a rate per annum equal to 0.375%. Such revolving loan (a) the average of the daily excess of the Revolving Loan Commitments over the sum of (x) the aggregate principal amount of Revolving Loans outstanding PLUS (y) the Letter of Credit Usage, MULTIPLIED BY (b) 1/4 of 1% per annum, such commitment fees shall to be computed (calculated on the basis of a 360-day year and the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing on the Quarterly Dates prior first such date to occur after the Revolving Loan Termination Date Closing Date, and on the Revolving Loan Commitment Termination Date.; PROVIDED HOWEVER that from and after the Third Amendment Effective Date, such per annum percentage shall be 1/2 of 1% per annum (PROVIDED FURTHER HOWEVER that such per annum percentage shall be decreased to 3/8 of 1% per annum during any period in which the Pricing Leverage Ratio is less than 5.00:1.00); and (bii) Borrower shall Company agrees to pay to Agent Administrative Agent, with respect to the Additional Credit Commitments made under each Additional Credit Facility Supplement, for the account of distribution to each Advance Loan Additional Credit Lender advance loan in proportion to that Additional Credit Lender's Pro Rata Share, commitment fees for the period from May 20, 1997 to and including the Advance applicable Additional Credit Closing Date to and excluding the Revolving Loan Commitment Termination Date at a rate (a) the average of the daily excess of the applicable Additional Credit Commitments over the aggregate principal amount of Additional Credit Loans outstanding thereunder, MULTIPLIED BY (b) 1/2 of 1% per annum equal to 0.25%. Such advance loan annum, such commitment fees shall to be computed (calculated on the basis of a 360-day year and the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall to be payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing on the Quarterly Dates prior first such date to occur after the Advance Loan Termination Date applicable Additional Credit Facility Closing Date, and on the Advance Revolving Loan Commitment Termination Date. Date (c) Concurrently with each Advance Loan made prior PROVIDED HOWEVER that such per annum percentage shall be decreased to November 20, 1997, Borrower shall pay to Agent for the account 3/8 of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.1251% per annum calculated for a during any period equal to in which the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%Pricing Leverage Ratio is less than 5.00:1.00). (d) All past due fees payable under this Section shall bear interest at the Past Due Rate."

Commitment Fees. (a) The Borrower shall pay to Agent for : (a) the account of each Revolving Loan Lender revolving loan Tranche A Lenders a commitment fees fee (the Tranche A Commitment Fee ) for the period from May 20, 1997 commencing on the Effective Date to and including the Revolving Loan Termination Date at a rate per annum equal to 0.375%. Such revolving loan commitment fees shall be or the earlier date of termination of the Tranche A Commitment, computed (on the basis of the actual number of days elapsed in over a year composed of 360 days) at the rate of one percent (1.0%) per annum on each day and the average daily Unused Total Tranche A Commitment. SuchThe Tranche A Commitment Fee, to the extent then accrued, shall be based on the excess of payable (x) monthly, in arrears, on the aggregate amount last calendar day of each Revolving Loan Lender's Revolving Loan Commitment for such day over month, (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Revolving Loan Termination Date and on (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the Revolving Loan Termination Date.Total Tranche A Commitment; and (b) Borrower shall pay subject to Agent for entry by the account Bankruptcy Court of each Advance Loan Lender advance loan the Supplemental Approval Order, the Tranche C Lenders holding Subsequent Tranche C Commitments a commitment fees fee (the Tranche C Commitment Fee ) for the period from May 20, 1997 commencing on the Effective Date to and including the Advance Loan Subsequent Tranche C Commitment Termination Date at a rate per annum equal to 0.25%. Such advance loan commitment fees shall be or the earlier date of termination of the Subsequent Tranche C Commitment, computed (on the basis of the actual number of days elapsed in over a year composed of 360 days) at the rate of two and five-eighths percent (2.625%) per annum on each day the Subsequent Tranche C Commitment. The Tranche C Commitment Fee, to the extent then accrued and approved by the Bankruptcy Court as set forth in the Supplemental Approval Order, shall be based on the excess of payable (x) on the aggregate amount funding date of each Advance the Subsequent Tranche C Loan Lender's Advance Loan Commitment for such day over and (y) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Advance Loan Termination Date and on the Advance Loan Termination DateTotal Subsequent Tranche C Commitment. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (ai) Borrower shall Company agrees to pay to Agent Administrative Agent, for the account of distribution to each Lender having a Series A Revolving Loan Lender revolving loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from May 20, 1997 to and including the Closing Date to and excluding the Maturity Date equal to the average of the daily excess of the Series A Revolving Loan Termination Date at a rate Commitments over the sum of the aggregate principal amount of outstanding Series A Revolving Loans (but not any outstanding Swing Line Loans) multiplied by the Applicable Commitment Fee Percentage per annum equal to 0.375%. Such revolving loan annum, such commitment fees shall to be computed (calculated on the basis of a 360-day year and the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable quarterly in arrears on the Quarterly Dates prior to the Revolving Loan Termination Date March 31, June 30, September 30 and December 31 of each year, commencing on the Revolving Loan Termination first such date to occur after the Closing Date, and ending on the Maturity Date. (bii) Borrower shall Company agrees to pay to Agent Administrative Agent, for the account of distribution to each Advance Lender having a Series B Term Loan Lender advance loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees for the period from May 20, 1997 to and including the Advance Loan Termination Closing Date at a rate per annum to and excluding the Maturity Date equal to 0.25%. Such advance loan the average of the daily excess of the Series B Term Loan Commitments over the sum of the aggregate principal amount of outstanding Series B Term Loans multiplied by the Applicable Commitment Fee Percentage per annum, such commitment fees shall to be computed (calculated on the basis of a 360-day year and the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall to be payable quarterly in arrears on the Quarterly Dates prior to the Advance Loan Termination Date March 31, June 30, September 30 and December 31 of each year, commencing on the Advance Loan Termination first such date to occur after the Closing Date, and ending on the Maturity Date. (ciii) Concurrently with each Advance Loan made prior Company agrees to November 20, 1997, Borrower shall pay to Agent Administrative Agent, for distribution to each Lender having an Incremental Facility Commitment, if any, in proportion to that Lender's Pro Rata Share, commitment fees for the account of each Advance Loan Lender an additional advance loan fee in an amount period from and including the applicable Incremental Facility Commitment Date to and excluding the termination date for the Incremental Facility Commitments equal to the Advance Loan made average of the daily excess of the Incremental Facility Commitments over the aggregate principal amount of Incremental Loans outstanding, multiplied by such Advance Loan Lender times 0.125% (b) the Applicable Commitment Fee Percentage per annum specified in the Incremental Facility Supplement, such commitment fees to be calculated for on the basis of a period equal to 360-day year and the actual number of days from May 20elapsed and to be payable quarterly in arrears on March 31, 1997 through June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Incremental Facility Commitment Date, and ending on the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for termination of the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%Incremental Facility Commitments. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (a) Borrower shall pay to Agent for the account of each Revolving Loan Lender revolving loan commitment fees for the period from May 20, 1997 the Effective Date to and including the Revolving Loan Termination Date at a rate per annum equal to 0.3750.20%. Such revolving loan commitment fees shall be computed (on the basis of the actual number of days elapsed in a year composed of 360 365 or 366 days, as the case may be) on each day and shall be based on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees under this provision shall be payable in arrears on the Quarterly Dates prior to the Revolving Loan Termination Date and on the Revolving Loan Termination Date. (b) Borrower shall pay to Agent for the account of each Advance Short Term Revolving Loan Lender advance revolving loan commitment fees for the period from May 20, 1997 the Effective Date to and including the Advance Short Term Revolving Loan Termination Date at a rate per annum equal to 0.250.20%. Such advance revolving loan commitment fees shall be computed (on the basis of the actual number of days elapsed in a year composed of 360 365 or 366 days, as the case may be) on each day and shall be based on the excess of (x) the aggregate amount of each Advance Short Term Revolving Loan Lender's Advance Short Term Revolving Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes Short Term Revolving Note on such day. Accrued advance revolving loan commitment fees under this provision shall be payable in arrears on the Quarterly Dates prior to the Advance Short Term Revolving Loan Termination Date and on the Advance Short Term Revolving Loan Termination Date. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (a) The Borrower shall agrees to pay to the Administrative Agent for the account of and as agent for each Revolving Loan Lender revolving loan a commitment fees fee (the “Commitment Fees”) for the period from May 20commencing on the Effective Date and continuing through the Closing Date, 1997 as set forth in this Section 3.3. The Commitment Fees payable to the Tranche A Lenders shall be payable by the Borrower on the Closing Date and including the Revolving Loan Termination Date at a rate per annum shall be in an amount equal to 0.375%. Such revolving loan commitment fees shall be computed (on the basis product of 0.10% per annum, multiplied by the daily unused portion of the Tranche A Commitment Amount, multiplied by the actual number of days elapsed from the Effective Date to the initial Closing Date (and if the Tranche A Loans are prepaid and reborrowed pursuant to Section 3.7, from the date of such prepayment to the subsequent Closing Date for such Tranche A Loans), divided by 360. The Commitment Fees payable to the Tranche B Lenders that have committed to Loans denominated in a year composed of 360 days) Dollars shall be payable by the Borrower on each day the Closing Date and shall be based on the excess of (x) the aggregate in an amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable in arrears on the Quarterly Dates prior equal to the Revolving Loan Termination Date and on product of 1.50% multiplied by the Revolving Loan Termination Date. (b) Borrower shall pay daily unused portion of the Tranche B Commitment Amount that is committed to Agent for the account of each Advance Loan Lender advance loan commitment fees for the period from May 20be denominated in Dollars, 1997 to and including the Advance Loan Termination Date at a rate per annum equal to 0.25%. Such advance loan commitment fees shall be computed (on the basis of multiplied by the actual number of days elapsed from the Effective Date to the initial Closing Date (and if the Tranche B Loans are prepaid and reborrowed pursuant to Section 3.7, from the date of such prepayment to the subsequent Closing Date for such Tranche B Loans), divided by 360. Payment of the Commitment Fee to the Tranche B Lenders that have committed to Loans denominated in a year composed Dollars shall be allocated by the Administrative Agent on the basis of 360 days) each Lender’s ratable share of the unused portion of the Tranche B Commitment Amount that is committed to be denominated in Dollars for the actual number of days elapsed. The Commitment Fees payable to the Tranche B Lenders that have committed to Loans denominated in Euro shall be payable by the Borrower on each day the Closing Date and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Advance Loan Termination Date and on the Advance Loan Termination Date. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made product of 1.125% multiplied by such Advance Loan Lender times 0.125% per annum calculated for a period equal the daily unused portion of the Tranche B Commitment Amount that is committed to be denominated in Euro, multiplied by the actual number of days elapsed from May 20the Effective Date to the initial Closing Date (and if the Tranche B Loans are prepaid and reborrowed pursuant to Section 3.7, 1997 through from the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal prepayment to the Advance Loan made subsequent Closing Date for such Tranche B Loans), divided by such Advance Loan Lender times 0.0625%360. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (ai) The Borrower shall pay to the Administrative Agent for the account of each Revolving Loan Credit Lender revolving loan (other than a Defaulting Lender) in accordance with its Applicable Revolving Credit Percentage, a commitment fees for fee equal to the period from May 20, 1997 to and including Applicable Rate times the actual daily amount by which the Revolving Loan Termination Date at a rate per annum equal to 0.375%. Such revolving loan commitment fees shall be computed (on the basis of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) Credit Facility exceeds the sum of (i) the aggregate unpaid principal balance Outstanding Amount of such Lender's Revolving Note on such day plus Credit Loans and (ii) the aggregate Letter Outstanding Amount of L/C Obligations. For the avoidance of doubt, Swing Line Loans are not deducted from Revolving Credit Liabilities as to such Lender for such dayFacility when calculating the commitment fee under this Section 2.09(a)(i). Accrued revolving loan The commitment fees fee provided in this clause (i) shall accrue at all times during the Availability Period (Revolving), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable in arrears on at the Quarterly Dates prior end of each calendar quarter occurring during the Availability Period (Revolving), commencing with the first such date to occur after the Revolving Loan Termination Date Closing Date, and on the Revolving Loan Termination Maturity Date. (bii) The Borrower shall pay to the Administrative Agent for the account of each Advance Loan Term Lender advance loan (other than a Defaulting Lender) in accordance with its Applicable Term Percentage, a commitment fees for the period from May 20, 1997 to and including the Advance Loan Termination Date at a rate per annum fee equal to 0.25%the Applicable Rate times the actual daily amount by which the Term Facility exceeds the Total Term Outstandings. Such advance loan The commitment fees fee provided in this clause (ii) shall be computed accrue at all times during the Availability Period (on the basis Term), including at any time during which one or more of the actual number of days elapsed conditions in a year composed of 360 days) on each day Article IV is not met, and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be due and payable in arrears on at the Quarterly Dates prior end of each calendar quarter occurring during the Availability Period (Term), commencing with the first such date to occur after the Advance Loan Termination Date and on the Advance Loan Termination Closing Date. (ciii) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%. (d) All past due The commitment fees payable provided under this Section 2.09(a) shall bear interest at be calculated quarterly in arrears, and if there is any change in the Past Due RateApplicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fees. (a) From the 1997 Closing Date until the Maturity Date, Borrower shall pay to Agent the Administrative Agent, for the account of each Revolving Loan Lender revolving loan Bank, pro rata according to that Bank's Pro Rata Share of the Line A Commitment, a commitment fees for fee equal to the period from May 20, 1997 to and including the Revolving Loan Termination Date at a rate Applicable Line A Commitment Fee Rate per annum equal in effect from time to 0.375%. Such revolving loan commitment fees shall be computed (on time times the basis average daily amount by which the Line A Commitment exceeds the aggregate outstanding principal of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on Loans evidenced by the excess of (x) Line A Notes plus the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such dayUsage plus the Swing Line Outstandings. Accrued revolving loan This commitment fees fee shall accrue daily and be payable in arrears with respect to each calendar quarter on the Quarterly Dates prior Payment Date falling at the end of such calendar quarter. The Administrative Agent shall calculate the commitment fee and the amount thereof allocable to each Bank according to that Bank's Pro Rata Share of the Revolving Loan Termination Date Line A Commitment and on the Revolving Loan Termination Dateshall notify Borrower in writing of such amounts. (b) From the 1997 Closing Date until the Line B Maturity Date, Borrower shall pay to Agent the Administrative Agent, for the account of each Advance Loan Lender advance loan Bank, pro rata according to that Bank's Pro Rata Share of the Line B Commitment, a commitment fees for fee equal to the period from May 20, 1997 to and including the Advance Loan Termination Date at a rate Applicable Line B Commitment Fee Rate per annum equal in effect from time to 0.25%. Such advance loan commitment fees shall be computed (on time times the basis average daily amount by which the Line B Commitment exceeds the aggregate outstanding principal of the actual number of days elapsed in a year composed of 360 days) on each day Loans evidenced by the Line B Notes. This commitment fee shall accrue daily and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be payable in arrears with respect to each calendar quarter on the Quarterly Dates prior to Payment Date falling at the Advance Loan Termination Date and on the Advance Loan Termination Date. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date end of such Advance Loancalendar quarter. Concurrently with The Administrative Agent shall calculate the commitment fee and the amount thereof allocable to each Advance Loan made on or after November 20, 1997, Bank according to that Bank's Pro Rata Share of the Line B Commitment and shall notify Borrower shall pay to Agent for the account in writing of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%amounts. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (a) The Borrower shall pay to Agent for the account of each Revolving Loan Lender revolving loan Tranche A Lenders a commitment fees fee (the “Tranche A Commitment Fee”) for the period from May 20, 1997 commencing on the earlier of the date of the Borrower’s acceptance of the Commitment Letter and the Filing Date to and including the Revolving Loan Termination Date at a rate per annum equal to 0.375%. Such revolving loan commitment fees shall be or the earlier date of termination of the Tranche A Commitment, computed (on the basis of the actual number of days elapsed in over a year composed of 360 days) at the rate of three-eighths of one percent (3/8%) per annum on each day and the average daily Unused Total Tranche A Commitment. Such Tranche A Commitment Fee, to the extent then accrued, shall be based on the excess of payable (x) monthly, in arrears, on the aggregate amount last calendar day of each Revolving Loan Lender's Revolving Loan Commitment for such day over month, (y) on the sum Termination Date and (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the Total Tranche A Commitment. (b) The Borrower shall pay to the Tranche B Lenders a commitment fee (the “Tranche B Commitment Fee”) for the period commencing on the earlier of the date of the Borrower’s acceptance of the Commitment Letter and the Filing Date to the earlier of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus Termination Date and (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable in arrears date on which the Quarterly Dates prior to the Revolving Tranche B Loan Termination Date and on the Revolving Loan Termination Date. (b) Borrower shall pay to Agent for the account of each Advance Loan Lender advance loan commitment fees for the period from May 20is funded, 1997 to and including the Advance Loan Termination Date at a rate per annum equal to 0.25%. Such advance loan commitment fees shall be computed (on the basis of the actual number of days elapsed in over a year composed of 360 days) at the rate of three-eighths of one percent (3/8%) per annum on each day and the Total Tranche B Commitment. Such Tranche B Commitment Fee, to the extent then accrued, shall be based payable (w) monthly, in arrears, on the excess last calendar day of each month, (x) on the aggregate amount of each Advance date on which the Tranche B Loan Lender's Advance Loan Commitment for such day over is funded, (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Advance Loan Termination Date and on (z) as provided in Section 2.12 hereof, upon any reduction or termination in whole or in part of the Advance Loan Termination DateTotal Tranche B Commitment. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (ai) Borrower shall agrees to pay to Agent Administrative Agent, for the account of distribution to each Revolving Lender in proportion to that Lender’s Pro Rata Share of the Revolving Loan Lender revolving loan Commitments, commitment fees for the period from May 20, 1997 to and including the Effective Date to and excluding the Revolving Loan Commitment Termination Date at a rate per annum equal to 0.375%. Such revolving loan the average of the daily excess of the Revolving Loan Commitments over the Total Utilization of Revolving Loan Commitments multiplied by the Commitment Fee Percentage, such commitment fees shall to be computed (calculated on the basis of a 360-day year and the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable quarterly in arrears on the Quarterly Dates prior last Business Day of each March, June, September and December of each year commencing on the first such date to occur after the Revolving Loan Termination Date Effective Date, and on the Revolving Loan Commitment Termination Date. (bii) Borrower shall agrees to pay to Agent Administrative Agent, for distribution to each Lender having a Term Loan Commitment in proportion to that Lender’s Pro Rata Share of the account of each Advance Term Loan Lender advance loan Commitments, commitment fees for the period from May 20, 1997 to and including the Advance Effective Date to and excluding the Delayed Draw Term Loan Commitment Termination Date at a rate per annum equal to 0.25any undrawn portion of the Term Loan Commitments that is available for borrowing as Delayed Draw Term Loans multiplied by 0.50%. Such advance loan , such commitment fees shall to be computed (calculated on the basis of a 360-day year and the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall to be payable quarterly in arrears on the Quarterly Dates prior to the Advance Loan Termination Date March 31, 2005 and June 30, 2005 and on the Advance Delayed Draw Term Loan Commitment Termination Date. (ciii) Concurrently Upon delivery of the Margin Determination Certificate by Borrower to Administrative Agent pursuant to subsection 6.1(xix), the Commitment Fee Percentage shall automatically be adjusted in accordance with each Advance Loan made prior such Margin Determination Certificate, such adjustment to November 20become effective on the next succeeding Margin Reset Date; provided that (1) at any time a Margin Determination Certificate is not delivered at the time required pursuant to subsection 6.1(xix), 1997from the time such Margin Determination Certificate was required to be delivered until delivery of such Margin Determination Certificate, the Commitment Fee Percentage shall be 0.500%, and (2) if a Margin Determination Certificate erroneously indicates an applicable margin (x) more favorable to Borrower than should be afforded by the actual calculation of the Consolidated Total Leverage Ratio, Borrower shall promptly pay additional commitment fees to Agent correct for such error, and (y) less favorable to Borrower than should be afforded by the account actual calculation of each Advance Loan Lender an additional advance loan fee in the Consolidated Total Leverage Ratio, Lenders shall promptly reimburse Borrower an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated excess commitment fees to correct for a period equal to the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%error. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (ai) Borrower shall agrees to pay to Administrative Agent for the account of each Revolving Loan Credit Lender revolving loan a commitment fee, which shall accrue at the Applicable Margin applicable for the “Revolver Commitment Fee Rate” on the daily Unused Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the earlier of the date such Revolving Credit Commitment terminates and the Revolving Credit Maturity Date. Accrued commitment fees for this Section 2.11(a)(i) through and including each Quarterly Date shall be payable on the second Business Day following such Quarterly Date and on the earlier of the date the Revolving Credit Commitment terminates and the Revolving Credit Maturity Date, commencing on the first such date to occur after the Effective Date. (ii) Borrower agrees to pay to Administrative Agent for the account of each Delayed Draw Term Loan Lender a commitment fee, which shall accrue at the Applicable Margin applicable for the “Delayed Draw Term Loan Commitment Fee Rate” on the daily amount equal to the result of (i) such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan Commitment minus (ii) the aggregate amount of the Delayed Draw Term Loans advanced through such date under such Delayed Draw Term Loan Commitment, for each date during the period from May 20, 1997 to and including the Revolving Loan Termination Effective Date at a rate per annum equal through the Conversion Date. Accrued commitment for this Section 2.11(a)(ii) fees through and including each Quarterly Date shall be payable on the second Business Day following such Quarterly Date and on the Conversion Date, commencing on the first such date to 0.375%occur after the Effective Date. Such revolving loan All commitment fees shall be computed (on the basis of a year of 365 or 366 days, as the case may be, and shall be payable for the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Revolving Loan Termination Date and on the Revolving Loan Termination Date. (b) Borrower shall pay to Agent for the account of each Advance Loan Lender advance loan commitment fees for the period from May 20, 1997 to and including the Advance Loan Termination Date at a rate per annum equal to 0.25%. Such advance loan commitment fees shall be computed (on first day but excluding the basis of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such last day. Accrued advance loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Advance Loan Termination Date and on the Advance Loan Termination Date). (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (a) From the Amendment Effective Date to the Line A Maturity Date, Borrower shall pay to Agent the Administrative Agent, for the account of each Revolving Loan Lender revolving loan Line A Bank pro rata according to that Bank's Pro Rata Share of the Line A Commitment, a commitment fees for fee equal to the period from May 20, 1997 to and including the Revolving Loan Termination Date at a rate Applicable Line A Commitment Fee Rate per annum equal in effect from time to 0.375%. Such revolving loan commitment fees shall be computed (on time times the basis average daily amount by which the Line A Commitment exceeds the aggregate outstanding principal of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on Line A Loans evidenced by the excess of (x) Notes plus the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Line A Letter of Credit Liabilities as to such Lender for such dayUsage. Accrued revolving loan This commitment fees fee shall accrue daily and be payable in arrears with respect to each calendar quarter on the Quarterly Dates prior Payment Date falling at the end of such calendar quarter. The Administrative Agent shall calculate the commitment fee and the amount thereof allocable to each Line A Bank according to that Bank's Pro Rata Share of the Line A Commitment and shall notify Borrower in writing of such amounts. From the Amendment Effective Date to the Revolving Loan Termination Date and on the Revolving Loan Termination Line B/C Maturity Date. (b) , Borrower shall pay to Agent the Administrative Agent, for the account of each Advance Loan Lender advance loan Line B/C Bank pro rata according to that Bank's Pro Rata Share of the Line C Commitment, a commitment fees for the period from May 20, 1997 fee equal to and including the Advance Loan Termination Date at a rate .50% (50 basis points) per annum equal to 0.25%. Such advance loan commitment fees shall be computed (on times the basis average daily amount by which the Line C Commitment exceeds the aggregate outstanding principal of the actual number Line C Loans evidenced by the Line C Notes plus the Line C Letter of days elapsed in a year composed of 360 days) on each day Credit Usage. This commitment fee shall accrue daily and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be payable in arrears with respect to each calendar quarter on the Quarterly Dates prior to Payment Date falling at the Advance Loan Termination Date and on the Advance Loan Termination Date. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date end of such Advance Loancalendar quarter. Concurrently with The Administrative Agent shall calculate the commitment fee and the amount thereof allocable to each Advance Loan made on or after November 20, 1997, Bank according to that Bank's Pro Rata Share of the Line C Commitment and shall notify Borrower shall pay to Agent for the account in writing of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%amounts. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (a) Borrower shall agrees to pay to Agent Administrative Agent, for the account of distribution to each Revolving Lender in proportion to that Lender's Pro Rata Share of the Revolving Loan Lender revolving loan Commitments, commitment fees for the period from May 20, 1997 to and including the Effective Date to and excluding the Revolving Loan Commitment Termination Date at a rate per annum equal to 0.375%. Such revolving loan the average of the daily excess of the Revolving Loan Commitments over the Total Utilization of Revolving Loan Commitments multiplied ---------- by the Commitment Fee Percentage, such commitment fees shall to be computed (calculated on the -- basis of a 360-day year and the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such Lender's Revolving Note on such day plus (ii) the aggregate Letter of Credit Liabilities as to such Lender for such day. Accrued revolving loan commitment fees shall be payable quarterly in arrears on the Quarterly Dates prior last Business Day of each March, June, September and December of each year commencing on the first such date to occur after the Revolving Loan Termination Date Effective Date, and on the Revolving Loan Commitment Termination Date. . Upon delivery of the Margin Determination Certificate by Borrower to Administrative Agent pursuant to subsection 6.1(xix), the Commitment Fee Percentage shall automatically be adjusted in accordance with such Margin Determination Certificate, such adjustment to become effective on the next succeeding Margin Reset Date; provided that (b1) Borrower shall pay at any time a Margin -------- Determination Certificate is not delivered at the time required pursuant to Agent for subsection 6.1(xix), from the account time such Margin Determination Certificate was required to be delivered until delivery of each Advance Loan Lender advance loan commitment fees for such Margin Determination Certificate, the period from May 20, 1997 to and including the Advance Loan Termination Date at a rate per annum equal to 0.25%. Such advance loan commitment fees Commitment Fee Percentage shall be computed 0.500%, and (on the basis of the actual number of days elapsed in 2) if a year composed of 360 days) on each day and shall be based on the excess of Margin Determination Certificate erroneously indicates an applicable margin (x) more favorable to Borrower than should be afforded by the aggregate amount actual calculation of each Advance Loan Lender's Advance Loan Commitment the Consolidated Total Leverage Ratio, Borrower shall promptly pay additional commitment fees to correct for such day over error, and (y) less favorable to Borrower than should be afforded by the aggregate unpaid principal balance actual calculation of such Lender's Advance Notes on such day. Accrued advance loan commitment fees the Consolidated Total Leverage Ratio, Lenders shall be payable in arrears on the Quarterly Dates prior to the Advance Loan Termination Date and on the Advance Loan Termination Date. (c) Concurrently with each Advance Loan made prior to November 20, 1997, promptly reimburse Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated excess commitment fees to correct for a period equal to the number of days from May 20, 1997 through the date of such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%error. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.

Commitment Fees. (ai) The Borrower shall pay to the Administrative Agent for the ratable account of each Bank with a Revolving Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Maturity Date and the date on which the Aggregate Revolving Commitment shall have been terminated in full, an aggregate commitment fee (the "Revolving Commitment Fee") on the daily average amount of the Aggregate Available Revolving Commitment equal to 0.500% per annum for any period that the Consolidated Total Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is greater than or equal to 5.50 to 1.00 and 0.375% per annum for any period that the Consolidated Total Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is less than 5.50 to 1.00. The Revolving Commitment Fee shall begin to accrue on and after the Effective Date and shall cease to accrue on the earlier of the Maturity Date and the date on which the Aggregate Revolving Commitments shall have been terminated in full. (ii) The Borrower shall pay to the Administrative Agent for the ratable account of each Bank with an Additional Term A Loan Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Maturity Date and the date on which the Additional Term A Commitments shall have been terminated in full, an aggregate commitment fee (the "Term A Commitment Fee") on the daily average amount of the aggregate Additional Term A Loan Commitments equal to 0.500% per annum. The Term A Commitment Fee shall begin to accrue on and after the Effective Date and shall cease to accrue on the earlier of the Maturity Date and the date on which the Additional Term A Loan Commitments shall have been terminated in full. (iii) The Borrower shall pay to the Administrative Agent for the account of each Bank with an Incremental Revolving Loan Lender revolving loan commitment fees for the period from May 20Commitment, 1997 to and including the Revolving Loan Termination Date at a rate per annum equal to 0.375%. Such revolving loan commitment fees shall be computed (on the basis last Business Day of each March, June, September and December and on the earlier of the actual number Maturity Date and the date on which each Incremental Revolving Commitment of days elapsed a Bank shall have been terminated in a year composed full, the Incremental Commitment Fee for each Incremental Revolving Commitment of 360 days) on each day and shall be based such Bank on the excess of (x) the aggregate daily average amount of each Revolving Loan Lender's Revolving Loan Commitment for such day over (y) the sum of (i) the aggregate unpaid principal balance of such LenderBank's aggregate unutilized Incremental Revolving Note Commitments. Each Incremental Commitment Fee shall begin to accrue on such day plus (ii) and after the aggregate Letter of Credit Liabilities as date when the related Incremental Revolving Commitment shall have become effective hereunder and shall cease to such Lender for such day. Accrued revolving loan commitment fees shall be payable in arrears accrue on the Quarterly Dates prior to earlier of the Revolving Loan Termination Maturity Date and on the Revolving Loan Termination Date. (b) Borrower shall pay to Agent for the account of each Advance Loan Lender advance loan commitment fees for the period from May 20, 1997 to and including the Advance Loan Termination Date at a rate per annum equal to 0.25%. Such advance loan commitment fees shall be computed (on the basis of the actual number of days elapsed in a year composed of 360 days) on each day and shall be based on the excess of (x) the aggregate amount of each Advance Loan Lender's Advance Loan Commitment for such day over (y) the aggregate unpaid principal balance of such Lender's Advance Notes on such day. Accrued advance loan commitment fees shall be payable in arrears on the Quarterly Dates prior to the Advance Loan Termination Date and on the Advance Loan Termination Date. (c) Concurrently with each Advance Loan made prior to November 20, 1997, Borrower shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.125% per annum calculated for a period equal to the number of days from May 20, 1997 through the date of on which such Advance Loan. Concurrently with each Advance Loan made on or after November 20, 1997, Borrower Incremental Revolving Commitment shall pay to Agent for the account of each Advance Loan Lender an additional advance loan fee have been terminated in an amount equal to the Advance Loan made by such Advance Loan Lender times 0.0625%full. (d) All past due fees payable under this Section shall bear interest at the Past Due Rate.