Common use of Revolving Credit Commitment Fee Clause in Contracts

Revolving Credit Commitment Fee. The Revolving Credit Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) equal to the Applicable Rate times the actual daily amount by which the aggregate Revolving Credit Commitments exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations; provided that any Revolving Credit Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee shall otherwise have been due and payable by such Borrowers prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Revolving Credit Commitment Fee. The Revolving Credit Borrowers Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) equal to the Applicable Rate times the actual daily amount by which the aggregate unused portion of such Revolving Credit Commitments exceed Lender’s Dollar Revolving Credit Commitment or, if greater, the sum of (i) the Outstanding Dollar Amount of the unused portion of such Revolving Credit Loans and (ii) the Outstanding Amount of L/C ObligationsLender’s Euro Revolving Credit Commitment or Sterling Revolving Credit Commitment; provided that any Revolving Credit Commitment Fee accrued with respect to the unused portion of the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee shall otherwise have been due and payable by such Borrowers the Borrower prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on the unused portion of the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Revolving Credit Commitment Fee. The Revolving Credit Borrowers Borrower shall pay to the Administrative Agent for the account of (i) each Tranche A Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Tranche A Revolving Credit Commitment Fee” and, collectively, the “Tranche A Revolving Credit Commitment Fees”) equal to the Applicable Rate times the actual daily amount by which the aggregate Tranche A Revolving Credit Commitments exceed the sum of (iix) the Outstanding Amount of Tranche A Revolving Credit Loans and (iiiiy) the Outstanding Amount of Tranche A L/C Obligations; provided that any Obligations and (ii) each Tranche B Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Tranche B Revolving Credit Commitment Fee accrued with respect to Fee” and, collectively, the “Tranche B Revolving Credit Commitment of a Defaulting Lender during the period prior Fees”) equal to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable Applicable Rate times the actual daily amount by which the aggregate Tranche B Revolving Credit Borrowers so long as such Lender shall be a Defaulting Lender except to Commitments exceed the extent that such sum of (x) the Outstanding Amount of Tranche B Revolving Credit Commitment Fee shall otherwise have been due Loans and payable by such Borrowers prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on (y) the Revolving Credit Commitment Outstanding Amount of a Defaulting Lender so long as such Lender shall be a Defaulting LenderTranche X X/C Obligations. The Tranche A Revolving Credit Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of the Tranche A Revolving Credit Facility and the Tranche B Revolving Credit Commitment Fees shall accrue at all times from the Third Amendment Effective Date until the Maturity Date of the Tranche B Revolving Credit Facility, in each case, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with (A) with respect to the Tranche A Revolving Credit Commitments, the first such date to occur after the Closing Date , andor (B) with respect to the Tranche B Revolving Credit Commitments, the first such date to occur after the Third Amendment Effective Date, and in each case, on the Maturity Date for the applicable Revolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Revolving Credit Commitment Fee. The Revolving Credit Borrowers Borrower shall pay to the Administrative Agent for the ratable account of each Revolving Credit Lender in accordance with its Pro Rata Sharethe Lenders according to their Revolver USD Percentages or Revolver Multicurrency Percentages, as applicable, a commitment fee (each, at a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) rate per annum equal to the relevant Applicable Rate times Margin (computed on the basis of a year of 360 days and the actual number of days elapsed) on the average daily amount by which the aggregate Unused Revolving Credit Commitments exceed for the sum relevant Class of Commitments (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations“Commitment Fee”); provided provided, however, that any Revolving Credit no Commitment Fee accrued with respect shall accrue to the Unused Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not Lender, or be payable by for the Revolving Credit Borrowers so long as benefit of such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee shall otherwise have been due and payable by such Borrowers prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender Lender, so long as such Lender shall be a Defaulting Lender. The Revolving Credit Such Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and Fee shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September September, and December, December in each year (commencing with on the first such date to occur occurring after the Closing Third Restatement Effective Date, ; provided that any such fee pursuant to the Second Amended and Restated Credit Agreement that had accrued and was unpaid as of the Third Restatement Effective Date shall continue to accrue and shall be payable as of the first payment date following the Third Restatement Effective Date) and on the Maturity Date for Revolving Credit Termination Date, unless the Revolving Credit Facility. The Revolving Credit Commitments are terminated in whole on an earlier date, in which event the relevant Commitment Fees Fee for the period to the date of such termination in whole shall be calculated quarterly in arrears, and if there is any change in paid on the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during date of such quarter that such Applicable Rate was in effecttermination.

Revolving Credit Commitment Fee. The Revolving Credit Borrowers Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) equal to the Applicable Commitment Fee Rate times the actual daily amount by which the aggregate Revolving Credit Commitments exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans (exclusive of any Swing Line Loans) and (ii) the Outstanding Amount of L/C Obligations; provided that any Revolving Credit Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee shall otherwise have been due and payable by such Borrowers the Borrower prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees shall accrue at all times from the date hereof Amendment Closing Date until the Maturity Date of for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day first day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date to occur after the Amendment Closing Date, and on the Maturity Date for the Revolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Revolving Credit Commitment Fee. The Revolving Credit Borrowers Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) equal to the Applicable Rate with respect to commitment fees under the Revolving Credit Commitments times the actual daily amount by which the aggregate Revolving Credit Commitments exceed Commitment exceeds the sum of (iA) the Outstanding Amount of Revolving Credit Loans and (iiB) the Outstanding Amount of L/C Obligations; provided that any Revolving Credit Commitment Fee commitment fee accrued with respect to any of the Revolving Credit Commitment Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee commitment fee shall otherwise have been due and payable by such Borrowers the Borrower prior to such time; and provided further that no Revolving Credit Commitment Fee commitment fee shall accrue on any of the Revolving Credit Commitment Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees commitment fee under this Section 2.09(a) shall accrue at all times from the date hereof Fifth Amendment Effective Date until the Maturity Date of for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Fifth Amendment Effective Date, and on the Maturity Date for the Revolving Credit Facility. The Revolving Credit Commitment Fees commitment fee under this Section 2.09(a) shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Revolving Credit Commitment Fee. The Revolving Credit Borrowers Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) equal to the Applicable Rate with respect to commitment fees under the Revolving Credit Commitments times the actual daily amount by which the aggregate Revolving Credit Commitments exceed Commitment exceeds the sum of (iA) the Outstanding Amount of Revolving Credit Loans and (iiB) the Outstanding Amount of L/C Obligations; provided that any Revolving Credit Commitment Fee commitment fee accrued with respect to any of the Revolving Credit Commitment Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee commitment fee shall otherwise have been due and payable by such Borrowers the Borrower prior to such time; and provided further that no Revolving Credit Commitment Fee commitment fee shall accrue on any of the Revolving Credit Commitment Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees commitment fee under this Section 2.09(a) shall accrue at all times from the date hereof ClosingFifth Amendment Effective Date until the applicable Maturity Date of for the Original Maturity Revolving Credit Facility and from the Restatement Date until the applicable Maturity Date for the Extended Maturity Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing ClosingFifth Amendment Effective Date, and on the Maturity Date for the applicable Revolving Credit Facility. The Revolving Credit Commitment Fees commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.under this Section 2.09(a) shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Revolving Credit Commitment Fee. (a) The Revolving Credit Borrowers shall Company must pay to the Administrative Facility Agent for the account of each Lender a Commitment Fee computed from and including the Effective Date at the rate of the relevant Commitment Fee on the undrawn, uncancelled amount of each Lender’s Revolving Credit Lender Commitment. (b) Accrued Commitment Fees are payable to the Facility Agent for the account of the relevant Lenders quarterly in accordance with its Pro Rata Share, arrears and on the date a commitment fee (each, a “relevant Revolving Credit Commitment Fee” and, collectivelyis cancelled in full. (c) The Commitment Fee for the period commencing on the Effective Date and ending on the date falling six months after the Effective Date will be 1.00 per cent. per annum. (d) Thereafter, the “Revolving Credit Commitment Fees”) equal Fee will be calculated by reference to the Applicable Rate times table below and the actual daily amount information set out in the relevant Compliance Certificate and financial statements for the relevant person: (e) Any change in the Commitment Fee will, subject to paragraph (d) above, apply to all Commitments from the Business Day following receipt by which the aggregate Revolving Credit Commitments exceed Facility Agent of the sum Compliance Certificate and financial statements provided that, on the date falling six months after the Effective Date, the change to the Commitment Fee (if any) will apply on that date and will be calculated by reference to the table above using the information set out in the Compliance Certificate and financial statements which, as of that date, have most recently been delivered to the Facility Agent under this Agreement. (f) For so long as: (i) the Outstanding Amount Company is in default of Revolving Credit Loans and its obligation under this Agreement to provide a Compliance Certificate or relevant financial statements; or (ii) an Event of Default is outstanding, at the Outstanding Amount option of L/C Obligations; provided that any Revolving Credit the Majority Lenders, the Commitment Fee accrued with will be the highest applicable rate, being 1.00 per cent. per annum. (g) If the Commitment Fee has been calculated on the basis of a Compliance Certificate but would have been higher if it had been based on the audited financial statements of the Company in respect of the financial period in which that Compliance Certificate was delivered, the Commitment Fee will instead be calculated by reference to those audited financial statements of the Company. Any change will have a retrospective effect. If, in this event, any amount of commitment fee has been paid by the Company on the basis of the Compliance Certificate, the Company must immediately pay to the Revolving Credit Commitment of a Defaulting Lender during Facility Agent any shortfall in the period prior amount which would have been paid to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable Lenders if the Commitment Fee had been calculated by the Revolving Credit Borrowers so long as such Lender shall be a Defaulting Lender except reference to the extent that such Revolving Credit Commitment Fee shall otherwise have been due and payable by such Borrowers prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectsubsequent financial statements.

Revolving Credit Commitment Fee. The Revolving Credit Borrowers Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) equal to the Applicable Rate then in effect for the applicable Class or Classes of such Revolving Credit Lender’s Revolving Credit Commitments times the actual daily amount by which the aggregate Revolving Credit Commitments for the applicable Facility exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans for such Facility and (ii) the Outstanding Amount of L/C Obligations; provided that any Revolving Credit Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time Obligations for such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee shall otherwise have been due and payable by such Borrowers prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting LenderFacility. The Revolving Credit Commitment Fees shall accrue at all times from the date hereof hereofClosing Date until the applicable Maturity Date of the Tranche A Revolving Credit Facility and the Tranche B Revolving Credit Facility, as the case may be, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the applicable Revolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Revolving Credit Commitment Fee. The Revolving Credit Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) equal to the Applicable Rate times the actual daily amount by which the aggregate Revolving Credit Commitments exceed the sum of (iA) the Outstanding Amount of Revolving Credit Loans and (iiB) the Outstanding Amount of L/C Obligations; provided that any Revolving Credit Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee shall otherwise have been due and payable by such the Borrowers prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for of the Revolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Revolving Credit Commitment Fee. The Revolving Credit Borrowers Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) equal to the Applicable Rate with respect to commitment fees under the Extended 2016 Revolving Credit Commitments times the actual daily amount by which the aggregate Extended 2016 Revolving Credit Commitments exceed Commitment exceeds the sum of (iA) the Outstanding Amount of Extended 2016 Revolving Credit Loans and (iiB) the Outstanding Amount of L/C Obligations; provided that any Revolving Credit Commitment Fee commitment fee accrued with respect to any of the Extended 2016 Revolving Credit Commitment Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee commitment fee shall otherwise have been due and payable by such Borrowers the Borrower prior to such time; and provided further that no Revolving Credit Commitment Fee commitment fee shall accrue on any of the Extended 2016 Revolving Credit Commitment Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees commitment fee under this Section 2.09(a) shall accrue at all times from the date hereof FifthSeventh Amendment Effective Date until the Maturity Date of for the Extended 2016 Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing FifthSeventh Amendment Effective Date, and on the Maturity Date for the Extended 2016 Revolving Credit Facility. The Revolving Credit Commitment Fees commitment fee under this Section 2.09(a) shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Revolving Credit Commitment Fee. The Revolving Credit Borrowers Borrower shall pay to the Administrative Agent for the ratable account of each Revolving Credit Lender in accordance with its Pro Rata Sharethe Lenders according to their Revolver USD Percentages or Revolver Multicurrency Percentages, as applicable, a commitment fee (each, at a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) rate per annum equal to the relevant Applicable Rate times Margin (computed on the basis of a year of 360 days and the actual number of days elapsed) on the average daily amount by which the aggregate Unused Revolving Credit Commitments exceed for the sum relevant Class of Commitments (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations“Commitment Fee”); provided provided, however, that any Revolving Credit no Commitment Fee accrued with respect shall accrue to the Unused Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not Lender, or be payable by for the Revolving Credit Borrowers so long as benefit of such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee shall otherwise have been due and payable by such Borrowers prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender Lender, so long as such Lender shall be a Defaulting Lender. The Revolving Credit Such Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and Fee shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September September, and December, December in each year (commencing with on the first such date to occur occurring after the Closing Second Restatement Effective Date, ; provided that any such fee pursuant to the First Amended and Restated Credit Agreement that had accrued and was unpaid as of the Second Restatement Effective Date shall continue to accrue and shall be payable as of the first payment date following the SecondThird Restatement Effective Date) and on the Maturity Date for Revolving Credit Termination Date, unless the Revolving Credit Facility. The Revolving Credit Commitments are terminated in whole on an earlier date, in which event the relevant Commitment Fees Fee for the period to the date of such termination in whole shall be calculated quarterly in arrears, and if there is any change in paid on the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during date of such quarter that such Applicable Rate was in effecttermination.

Revolving Credit Commitment Fee. The Revolving Credit Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) equal to the Applicable Commitment Fee Rate times the actual daily amount by which the aggregate Revolving Credit Commitments exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans (exclusive of any Swing Line Loans) and (ii) the Outstanding Amount of L/C Obligations; provided that any Revolving Credit Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee shall otherwise have been due and payable by such the Borrowers prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Revolving Credit Commitment Fee. The Revolving Credit Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) equal to the Applicable Rate times the actual daily amount by which the aggregate such Revolving Credit Commitments exceed Lender’s Dollar Revolving Credit Commitment or, if greater, the sum of (i) the Outstanding Dollar Amount of such Revolving Credit Loans and (ii) the Outstanding Amount of L/C ObligationsLender’s Euro Revolving Credit Commitment; provided that any Revolving Credit Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee shall otherwise have been due and payable by such the Borrowers prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Revolving Credit Commitment Fee. The Revolving Credit Borrowers BorrowersBorrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) equal to the Applicable Rate times the actual daily amount by which the aggregate unused portion of such Revolving Credit Commitments exceed Lender’s Dollar Revolving Credit Commitment or, if greater, the sum of (i) the Outstanding Dollar Amount of the unused portion of such Revolving Credit Loans and (ii) the Outstanding Amount of L/C ObligationsLender’s Euro Revolving Credit Commitment or Sterling Revolving Credit Commitment; provided that any Revolving Credit Commitment Fee accrued with respect to the unused portion of the Revolving Credit Commitment of a Defaulting NYDOCS01/1760806.13 Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers BorrowersBorrower so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee shall otherwise have been due and payable by such Borrowers the BorrowersBorrower prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on the unused portion of the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Revolving Credit Commitment Fee. The From the Effective Date to the Revolving Credit Maturity Date, Borrowers shall pay to the Administrative Agent for distribution to the account of each Revolving Credit Lender Lenders pro-rata in accordance with its Pro Rata Sharetheir respective Percentages, a commitment fee (each, a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) equal to the Applicable Rate times the actual daily amount by which the aggregate Revolving Credit Commitments exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations; provided that any Revolving Credit Commitment Fee accrued with quarterly in arrears commencing April 1, 2007 (in respect of the prior quarter or any portion thereof), and on the first day of each calendar quarter thereafter, at the per annum rate equal to twenty (20) basis points of the Revolving Credit Aggregate Commitment then in effect. Whenever any payment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee shall otherwise have been be due and payable by on a day which is not a Business Day, the date for payment thereof shall be extended to the next Business Day. Upon receipt of such Borrowers prior payment, Agent shall make prompt payment to such time; and provided further that no each Lender of its share of the Revolving Credit Commitment Fee shall accrue on based upon its respective Revolving Credit Percentage. It is expressly understood that the Revolving Credit Commitment Fees described in this Section are not refundable under any circumstances.” 2. No course of dealing on the part of Agent or any Lender, or their officers, nor any failure or delay in the exercise of any right by Agent or any Lender, shall operate as a Defaulting Lender so long as waiver thereof, and any single or partial exercise of any such Lender right shall be a Defaulting not preclude any later exercise of any such right. Agent’s or any Lender. The Revolving Credit Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of the Revolving Credit Facility, including ’s failure at any time during to require strict performance by Borrowers of any provision shall not affect any right of Agent and each Lender thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Agent. 3. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Agent or any Lender under the Agreement, as in effect prior to the date hereof. 4. Each Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing. 5. As a condition to the effectiveness of this Amendment, Agent shall have received, in form and substance satisfactory to Agent, the following: (a) this Amendment, duly executed by Borrower; (b) all reasonable fees and expenses incurred through the date of this Amendment, which one may be debited from any of Parent’s accounts; and (c) such other documents, and completion of such other matters, as Agent may reasonably deem necessary or appropriate. 6. This Amendment may be executed in two or more counterparts, each of the conditions in Article 4 is not met, and which shall be due and payable quarterly in arrears on the last Business Day deemed an original, but all of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The Revolving Credit Commitment Fees which together shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectconstitute one instrument.

Revolving Credit Commitment Fee. The Revolving Credit Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) equal to the Applicable Commitment Fee Rate times the actual daily amount by which the aggregate Revolving Credit Commitments exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans (exclusive of any Swing Line Loans) and (ii) the Outstanding Amount of L/C Obligations; provided that any Revolving Credit Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee shall otherwise have been due and payable by such the Borrowers prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees shall accrue at all times from the date hereof Closing Date until the Maturity Date of for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Revolving Credit Commitment Fee. (a) The Revolving Credit Borrowers shall Company must pay to the Administrative Facility Agent for the account of each Lender a Commitment Fee computed from and including the Second Effective Date at the rate of the relevant Commitment Fee on the undrawn, uncancelled amount of each Lender’s Revolving Credit Lender Commitment. (b) Accrued Commitment Fees are payable to the Facility Agent for the account of the relevant Lenders quarterly in accordance with its Pro Rata Share, arrears and on the date a commitment fee (each, a “relevant Revolving Credit Commitment Fee” and, collectivelyis cancelled in full. (c) The Commitment Fee for the period commencing on the Second Effective Date and ending on the date falling six months after the Second Effective Date will be 0.70 per cent. per annum. (d) Thereafter, the “Revolving Credit Commitment Fees”) equal Fee will be calculated by reference to the Applicable Rate times table below and the actual daily amount by which information set out in the aggregate relevant Compliance Certificate and financial statements for the relevant person: (e) Any change in the Commitment Fee will, subject to paragraph (d) (above), apply to all Revolving Credit Commitments exceed from the sum Business Day following receipt by the Facility Agent of the Compliance Certificate and financial statements provided that, on the date falling six months after the Second Effective Date, the change to the Commitment Fee (if any) will apply on that date and will be calculated by reference to the table above using the information set out in the Compliance Certificate and financial statements which, as of that date, have most recently been delivered to the Facility Agent under this Agreement. (f) For so long as: (i) the Outstanding Amount Company is in default of Revolving Credit Loans and its obligation under this Agreement to provide a Compliance Certificate or relevant financial statements; or (ii) an Event of Default is outstanding, at the Outstanding Amount option of L/C Obligations; provided that any Revolving Credit the Majority Lenders, the Commitment Fee accrued with will be the highest applicable rate, being 1.00 per cent. per annum. (g) If the Commitment Fee has been calculated on the basis of a Compliance Certificate but would have been higher if it had been based on the audited financial statements of the Company in respect of the financial period in which that Compliance Certificate was delivered, the Commitment Fee will instead be calculated by reference to those audited financial statements of the Company. Any change will have a retrospective effect. If, in this event, any amount of commitment fee has been paid by the Company on the basis of the Compliance Certificate, the Company must immediately pay to the Revolving Credit Commitment of a Defaulting Lender during Facility Agent any shortfall in the period prior amount which would have been paid to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable Lenders if the Commitment Fee had been calculated by the Revolving Credit Borrowers so long as such Lender shall be a Defaulting Lender except reference to the extent that such Revolving Credit Commitment Fee shall otherwise have been due and payable by such Borrowers prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectsubsequent financial statements.

Revolving Credit Commitment Fee. The Revolving Credit Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) equal to the Applicable Rate times the actual daily amount by which the aggregate Revolving Credit Commitments exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations; provided that any Revolving Credit Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee shall otherwise have been due and payable by such the Borrowers prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Revolving Credit Commitment Fee. (a) The Borrower agrees to pay a commitment fee (the "Revolving Credit Borrowers Commitment Fee") for the period (including, without limitation, any portion thereof when the Banks' obligations to lend shall pay be suspended by reason of the Borrower's inability to satisfy the conditions of Article III) commencing on the Effective Date and continuing through the Commitment Termination Date, computed on the average daily amount of the Unused Portion during the period for which payment is made at the rate per annum equal to the Applicable Fee Percentage (as determined in accordance with subsection (b) of this Section 2.10). Such Revolving Credit Commitment Fee shall be payable to the Administrative Agent for the account ratable benefit of the Banks in arrears on each Revolving Credit Lender Monthly Payment Date occurring after the Effective Date. (b) The Applicable Fee Percentage shall be determined by reference to the table set forth below on the basis of the Indebtedness Ratio determined by reference to the most recent financial statements delivered pursuant to Section 5.1(a) or 5.1(b). Indebtedness Ratio Applicable Fee Percentage ------------------ ------------------------- Greater than or equal to 2.50:1.00 0.50% Less than 2.50:100 0.375% Upon receipt of the financial statements delivered pursuant to Section 5.1(a) or Section 5.1(b), as applicable, the Applicable Fee Percentage shall be adjusted, such adjustment being effective on the tenth Business Day after receipt of such financial statements and the Compliance Certificate to be delivered in connection therewith; provided, however, if the Borrower shall not have timely delivered such financial statements in accordance with its Pro Rata ShareSection 5.1(a) or Section 5.1(b), a commitment fee (eachas applicable, a “Revolving Credit Commitment Fee” and, collectivelybeginning with the date upon which such financial statements should have been delivered and continuing until such financial statements are delivered, the “Revolving Credit Commitment Fees”) Applicable Fee Percentage shall equal the Applicable Fee Percentage for the prior period; provided further, however, that if upon delivery of such financial statements the Applicable Fee Percentage is adjusted upwards, the adjustment of the Applicable Fee Percentage shall be retroactive to the Applicable Rate times the actual daily amount by date upon which the aggregate Revolving Credit Commitments exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations; provided that any Revolving Credit Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee shall otherwise financial statements should have been due and payable by such Borrowers prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectdelivered.

Revolving Credit Commitment Fee. The Revolving Credit Borrowers Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Revolving Credit Commitment Fee” and, collectively, the “Revolving Credit Commitment Fees”) equal to the Applicable Rate times the actual daily amount by which the aggregate Revolving Credit Commitments exceed the sum of (iA) the Outstanding Amount of Revolving Credit Loans and (iiB) the Outstanding Amount of L/C Obligations; provided that any Revolving Credit Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers Company so long as such Lender shall be a Defaulting Lender except to the extent that such Revolving Credit Commitment Fee shall otherwise have been due and payable by such Borrowers the Company prior to such time; and provided further that no Revolving Credit Commitment Fee shall accrue on the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Revolving Credit Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for of the Revolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Revolving Credit Commitment Fee. The From the date hereof to the Revolving Credit Borrowers Maturity Date, Company shall pay to the Administrative Agent Agent, for distribution to the account of each Revolving Credit Lender in accordance with its Pro Rata ShareBanks ratably according to their Percentages, a commitment fee (eachthe Revolving Credit Commitment Fee on the daily average amount by which the Maximum Commitment, a “less the aggregate daily undrawn amount of any Letters of Credit which shall be outstanding during such period, exceeds the aggregate amount of Revolving Credit Advances outstanding from time to time. Solely for purposes of computing the Revolving Credit Commitment Fee” and, collectively, the “Swing Line Advances shall be considered to be Revolving Credit Commitment Fees”) equal to Advances and shall decrease the Applicable Rate times the actual daily amount by which the aggregate Revolving Credit Commitments exceed the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations; provided that any Revolving Credit Commitment Fee accrued with respect to of the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolving Credit Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Swing Line Bank accordingly. The Revolving Credit Commitment Fee shall otherwise have been due be payable quarterly in arrears commencing with the quarter beginning October 1, 1995, and payable by such Borrowers prior to such time; at the Revolving Credit Maturity Date, and provided further that no shall be computed on the basis of a year of 360 days and assessed for the actual number of days elapsed. Whenever any payment of the Revolving Credit Commitment Fee shall accrue be due on a day which is not a Business Day, the Revolving Credit Commitment of a Defaulting Lender so long as such Lender date for payment thereof shall be a Defaulting Lenderextended to the next Business Day. The Revolving Credit Commitment Fees Fee shall accrue at all times from the date hereof until the Maturity Date of the Revolving Credit Facility, including at not be refundable under any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facilitycircumstances. The Revolving Credit Commitment Fees Fee shall initially be .15% per annum. Adjustments thereto shall be calculated given prospective effect only, effective on the first day of the calendar quarter following delivery of the quarterly in arrearsfinancial certificate required under Section 6.1(c) establishing applicability of the appropriate adjustments, and with no retroactivity or claw-back; provided, that if there is any change in the Applicable Rate during any quarterCompany fails to timely deliver such financial certificate, the actual daily amount Revolving Credit Commitment Fee shall be computed and multiplied by .45% per annum for the Applicable Rate separately for number of days such financial certificate was not timely delivered, commencing on the first day of the following quarter. Upon receipt of such payment Agent shall make prompt payment to each period during such quarter that such Applicable Rate was in effectRevolving Credit Bank of its share of the Revolving Credit Commitment Fee based upon its respective Percentage.