Common use of Unused Commitment Fees Clause in Contracts

Unused Commitment Fees. The Borrower shall pay to the Administrative Agent for the account of the Lenders the following unused commitment fees, from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case until the Termination Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing June 30, 2006, and on the Termination Date in respect of the applicable Facility: (i) (A) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is greater than or equal to $30,000,000, an unused revolving commitment fee at the rate of 0.25% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter, and (B) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is less than $30,000,000, an unused revolving commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter; (ii) a term commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Term Commitment of each Appropriate Lender during such quarter; provided, however, that any revolving unused commitment fee or term unused commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.”

Unused Commitment Fees. The (i) Accruing from the Closing Date through the Maturity Date with respect to the Revolving Credit Facility, the Borrower shall agrees to pay to the Administrative Agent for the account of the Lenders the following unused commitment fees, from the date hereof in the case of each Initial Revolving Lender and from the effective date specified in the Assignment and Acceptance pursuant according to which it became a Lender in the case of each other Lender, in each case until the Termination Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing June 30, 2006, and on the Termination Date in respect of the applicable Facility: (i) (A) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is greater than or equal to $30,000,000, an unused revolving commitment fee at the rate of 0.25% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s its Pro Rata Share of the Revolving Credit Facility, a nonrefundable unused commitment fee (each an “Unused Revolving Commitment Fee”) equal to (x) the Applicable Unused Revolving Commitment Fee Rate (computed on the basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied by (y) the average daily outstanding Swing Line Advances during such quarter, and result of (A) the Revolving Commitments minus (B) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is less than $30,000,000, an unused revolving commitment fee at the rate of 0.50% per annum on the sum of the average daily Revolving Loans; provided however, with respect to the Unused Commitment Fee for the account of the Swing Line Lender, such fee shall be equal to the Applicable Unused Revolving Credit Commitment Fee Rate (computed on the basis of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share a year of 360 days, as the case may be, and actual days elapsed) multiplied by the average daily outstanding Swing Line Advances during such quarter; (ii) a term commitment fee at difference between the rate of 0.50% per annum on Revolving Commitment and the sum of the average daily Unused Term Commitment of each Appropriate Lender during such quarterRevolving Credit Facility Usage; provided, however, provided further that any revolving unused commitment fee or term unused commitment fee Unused Revolving Commitment Fee accrued with respect to any of the Commitments Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee Unused Revolving Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee Unused Revolving Commitment Fee shall accrue on any of with respect to the Commitments Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, all Unused Revolving Commitment Fees shall be payable in arrears on each Interest Payment Date. (ii) Accruing from the Closing Date through the DDTL Expiration Date, the Borrower agrees to pay to the Administrative Agent for the account of each DDTL Lender according to its Pro Rata Share of the DDTL Facility, a nonrefundable unused commitment fee (each an “Unused DDTL Commitment Fee”) equal to (x) the Applicable DDTL Unused Commitment Fee Rate (computed on the basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied by (y) the average daily amount of the outstanding unfunded DDTL Commitments with respect to the DDTL Facility; provided, however, that any Unused DDTL Commitment Fee accrued with respect to the DDTL Commitment with respect to the DDTL Facility of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Unused DDTL Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that no Unused DDTL Commitment Fee shall accrue with respect to the DDTL Commitment with respect to the DDTL Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, all Unused DDTL Commitment Fees shall be payable in arrears on each Interest Payment Date.

Unused Commitment Fees. (i) The Borrower shall agrees to pay in immediately available Dollars to each Revolving Credit Lender a commitment fee on the Administrative Agent for actual daily amount by which the account Revolving Credit Commitment of such Lender exceeds such Lender's Ratable Portion of the Lenders sum of (A) the following unused commitment fees, aggregate outstanding principal amount of the Revolving Loans and (B) the outstanding amount of the aggregate Letter of Credit Obligations (the "Revolving Credit Unused Commitment Fee") from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case Effective Date until the Revolving Credit Commitment Termination DateDate at the Applicable Unused Commitment Fee Rate, payable in arrears quarterly (x) on the last day first Business Day of each March, June, September and Decembercalendar quarter, commencing June 30, 2006, and on the Termination first such Business Day following the Effective Date in respect of the applicable Facility: and (iy) (A) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is greater than or equal to $30,000,000, an unused revolving commitment fee at the rate of 0.25% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter, and (B) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is less than $30,000,000, an unused revolving commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter;Termination Date. (ii) The Borrower agrees to pay in immediately available Dollars to each Delayed Draw Term Lender a term commitment fee at the rate of 0.50% per annum on the sum actual daily amount of the average daily Unused unused portion of the Delayed Draw Term Commitment of such Delayed Draw Term Lender (the "Delayed Draw Unused Commitment Fee" and, together with the Revolving Credit Unused Commitment Fee, the "Unused Commitment Fees"), from the Effective Date until the Delayed Draw Term Commitment Termination Date at the Applicable Unused Commitment Fee Rate, payable in arrears (x) on the first Business Day of each Appropriate Lender during calendar quarter, commencing on the first such quarter; provided, however, that any revolving unused commitment fee or term unused commitment fee accrued with respect to any of Business Day following the Commitments of a Defaulting Lender during Effective Date and (y) on the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderDelayed Draw Term Commitment Termination Date.”

Unused Commitment Fees. The (i) Accruing from the Closing Date through the Maturity Date with respect to the Revolving Credit Facility, the Borrower shall agrees to pay to the Administrative Agent for the account of the Lenders the following unused commitment fees, from the date hereof in the case of each Initial Revolving Lender and from the effective date specified in the Assignment and Acceptance pursuant according to which it became a Lender in the case of each other Lender, in each case until the Termination Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing June 30, 2006, and on the Termination Date in respect of the applicable Facility: (i) (A) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is greater than or equal to $30,000,000, an unused revolving commitment fee at the rate of 0.25% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s its Pro Rata Share of the Revolving Credit Facility, a nonrefundable unused commitment fee (each an “Unused Revolving Commitment Fee”) equal to (x) the Applicable Unused Revolving Commitment Fee Rate (computed on the basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied by (y) the average daily outstanding Swing Line Advances during such quarter, and result of (A) the Revolving Commitments minus (B) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is less than $30,000,000, an unused revolving commitment fee at the rate of 0.50% per annum on the sum of the average daily Revolving Loans; provided further that any Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter; (ii) a term commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Term Commitment of each Appropriate Lender during such quarter; provided, however, that any revolving unused commitment fee or term unused commitment fee Fee accrued with respect to any of the Commitments Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee Unused Revolving Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee Unused Revolving Commitment Fee shall accrue on any of with respect to the Commitments Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, all Unused Revolving Commitment Fees shall be payable in arrears on each Interest Payment Date. (ii) Accruing from the Closing Date through the DDTL Expiration Date, the Borrower agrees to pay to the Administrative Agent for the account of each DDTL Lender according to its Pro Rata Share of the DDTL Facility, a nonrefundable unused commitment fee (each an “Unused DDTL Commitment Fee”) equal to (x) the Applicable DDTL Unused Commitment Fee Rate (computed on the basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied by (y) the average daily amount of the outstanding unfunded DDTL Commitments with respect to the DDTL Facility; provided, however, that any Unused DDTL Commitment Fee accrued with respect to the DDTL Commitment with respect to the DDTL Facility of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Unused DDTL Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that no Unused DDTL Commitment Fee shall accrue with respect to the DDTL Commitment with respect to the DDTL Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, all Unused DDTL Commitment Fees shall be payable in arrears on each Interest Payment Date.

Unused Commitment Fees. (i) The Borrower shall pay to Agent a fee (the Administrative Agent “Unused Commitment Fee”) for the ratable account of each Revolving Lender in an amount equal to (A) the Lenders average daily balance of the following unused commitment feesRevolving Loan Commitment of such Revolving Lender during the preceding calendar quarter (other than, from at any time after the date hereof Guaranty Termination Date (as defined in the Sponsor Guaranty), the average daily balance of the LIFO Revolving Loan Commitment of such Revolving Lender), less (B) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of each Initial Lender and from the effective date specified in Swingline Lender, the Assignment and Acceptance pursuant to which it became a Lender in the case average daily balance of each other all outstanding Swing Loans held by such Swingline Lender, in each case until case, during the Termination Datepreceding calendar quarter; provided, payable that in arrears quarterly on no event shall the last day of each March, June, September and December, commencing June 30, 2006, and on the Termination Date in respect of the applicable Facility: (i) amount computed pursuant to clauses (A) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is greater than or equal to $30,000,000, an unused revolving commitment fee at the rate of 0.25% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter, and (B) for each such quarter during which with respect to the average daily Revolver Usage of all Revolving Credit Lenders is Swingline Lender be less than $30,000,000, an unused revolving commitment fee at zero, (C) multiplied by one-half of one percent (0.50%) per annum. The total Unused Commitment Fee paid by the rate of 0.50% per annum on Borrower will be equal to the sum of all of the average daily Unused Revolving Credit Commitment Fees due to the Lenders, subject to Section 1.11(e)(vi). Such fee shall be payable quarterly in arrears on the first day of the calendar quarter following the date hereof and the first day of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share calendar quarter thereafter. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue at all times from and after the execution and delivery of this Agreement. The Borrower hereby agrees that accrued and unpaid “Unused Commitment Fees” (as defined in the Original Credit Agreement) in an amount equal to $658.33 are due and owing to certain Lenders under the Original Credit Agreement as of the average daily outstanding Swing Line Advances during such quarter;Restatement Effective Date and shall be paid in full in cash by the Borrower to the Agent, for the benefit of the Lenders, on the Restatement Effective Date. The Borrower hereby agrees that accrued and unpaid “Unused DDTL Commitment Fees” (as defined in the Original Credit Agreement) in an amount equal to $1,133.33 are due and owing to certain Lenders under the Original Credit Agreement as of the Restatement Effective Date and shall be paid in full in cash by the Borrower to the Agent, for the benefit of the Lenders, on the Restatement Effective Date. (ii) a term commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Term Commitment of each Appropriate Lender during such quarter; provided, however, that any revolving unused commitment fee or term unused commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender[reserved].”

Unused Commitment Fees. The Borrower shall agrees to pay to the Administrative Agent (i) for the account of the Lenders the following in proportion to their Burdxxx Xxxcentage Interests an unused commitment fees, from fee during the period commencing on the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case until the Termination Date, payable in arrears quarterly ending on the last day of each March, June, September and December, commencing June 30, 2006, and on the Termination Date in respect of the applicable Facility: (i) (A) for each such quarter during which the average Burdxxx Xxxmitment Period computed daily Revolver Usage of all Revolving Credit Lenders is greater than or equal to $30,000,000, an unused revolving commitment fee at the rate of 0.25% sixty basis points (.60%) per annum on the sum difference between the then existing Total Burdxxx Xxxmitment and the outstanding principal balance of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarterBurdxxx Xxxns, and (Bii) for each such quarter during which the average daily Revolver Usage account of all Lenders in proportion to their Revolving Credit Lenders is less than $30,000,000, Percentage Interests an unused revolving commitment fee during period commencing on the date hereof and ending on the last day of the Revolving Commitment Period computed daily at the rate of 0.50% sixty basis points (.60%) per annum on the sum difference between the then existing Total Revolving Commitment and the outstanding principal balance of the average daily Unused Revolving Credit Commitment Loans. Such unused commitment fees shall be payable in arrears at quarterly intervals commencing the first Business Day of October, January, April or July following the date hereof, whichever is earlier, and payable on the first Business Day of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter; (ii) a term commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Term Commitment of each Appropriate Lender during such quarter; providedOctober, howeverJanuary, April and July thereafter, except that any revolving accrued unused commitment fee or term unused commitment fee accrued fees with respect to any of the Commitments of a Defaulting Lender during then existing Burdxxx Xxxmitment shall be payable on the period prior Burdxxx Xxxversion Date, accrued unused commitment fees with respect to the time such Lender became a Defaulting Lender and unpaid at such time then existing Revolving Commitment shall not be payable by on the Borrower so long as Revolving Maturity Date and all such Lender fees shall be a Defaulting Lender except to payable on demand after the extent that such occurrence of an Event of Default. Computations of unused commitment fee fees shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.”be

Unused Commitment Fees. The Accruing from the Closing Date through the Maturity Date with respect to the Revolving A-1 Credit Facility, the Borrower shall agrees to pay to the Administrative Agent for the account of the Lenders the following unused commitment fees, from the date hereof in the case of each Initial Revolving A-1 Loan Lender and from the effective date specified in the Assignment and Acceptance pursuant according to which it became a Lender in the case of each other Lender, in each case until the Termination Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing June 30, 2006, and on the Termination Date in respect of the applicable Facility: (i) (A) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is greater than or equal to $30,000,000, an unused revolving commitment fee at the rate of 0.25% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s its Pro Rata Share of the Revolving A-1 Credit Facility, a nonrefundable unused commitment fee (each an “Unused Revolving A-1 Commitment Fee”) equal to (x) the Applicable Unused Revolving A-1 Commitment Fee Rate (computed on the basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied by (y) the average daily outstanding Swing Line Advances during such quarter, and result of (A) the Revolving A-1 Commitments minus (B) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is less than $30,000,000, an unused revolving commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share A-1 Loans and the portion of the average daily outstanding Swing Line Advances during such quarter; (ii) Letter of Credit Obligations allocated to the Revolving A-1 Loan Lenders on a term commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Term Commitment of each Appropriate Lender during such quarterpro rata basis; provided, however, with respect to the Unused Revolving A-1 Commitment Fee for the account of the Swing Line Lender, such fee shall be equal to (x) the Applicable Unused Revolving A-1 Commitment Fee Rate (computed on the basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied by (y) the average daily difference between (A) the Revolving A-1 Commitments and (B) the Revolving A-1 Credit Facility Usage (for the avoidance of doubt, as to Swing Line Lender only, Swing Line Loans will reduce the Unused Revolving A-1 Commitment Fee); provided further that any revolving unused commitment fee or term unused commitment fee Unused Revolving A-1 Commitment Fee accrued with respect to any of the Commitments Revolving A-1 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 Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee Unused Revolving A-1 Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee Unused Revolving A-1 Commitment Fee shall accrue on any of with respect to the Commitments Revolving A-1 Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, all Unused Revolving A-1 Commitment Fees shall be payable in arrears on each Interest Payment Date.”

Unused Commitment Fees. The Borrower shall pay to the Administrative Agent for the account of the Lenders the following unused commitment fees, from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case until the Termination Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing June 30December 31, 20062007, and on the Termination Date in respect of the applicable Facility: : (i) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is less than fifty percent (A50%) of the aggregate of all Revolving Credit Commitments, an unused revolving commitment fee at the rate of 0.40% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter, and (ii) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is greater than or equal to $30,000,000fifty percent (50%) of the aggregate of all Revolving Credit Commitments, an unused revolving commitment fee at the rate of 0.25% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter, and (B) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is less than $30,000,000, an unused revolving commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter; (ii) a term commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Term Commitment of each Appropriate Lender during such quarter; provided, however, that any revolving unused commitment fee or term unused commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.”

Unused Commitment Fees. The (i) From the Closing Date, Borrower shall be obligated to pay to the Administrative Agent Agent, for the account benefit of all Revolver Lenders that are neither Defaulting Lenders nor Potential Defaulting Lenders with respect to which any Issuing Bank has exercised the right to require cash collateralization pursuant to Subsection 1.17(A)(i) from Borrower or such Potential Defaulting Lender (based upon their respective Pro Rata Shares of the Lenders Revolver Loan Commitment), a fee (the following unused commitment fees, from “Revolver Commitment Fee”) in an amount equal to (i) the date hereof in Revolver Loan Commitment less the case sum of each Initial Lender and from (1) the effective date specified in average daily outstanding balance of Revolver Loans plus (2) the Assignment and Acceptance pursuant to which it became a Lender in the case average daily outstanding Letter of each other LenderCredit Liability, in each case until during the Termination Datepreceding calendar quarter multiplied by (ii) the applicable Commitment Fee Margin as provided in Subsection 1.2(B), payable calculated on the basis of a 360-day year for the actual number of days elapsed. Such fees are to be paid quarterly in arrears quarterly on the last day of each Marchcalendar quarter for such calendar quarter (or portion thereof), June, September and December, commencing June 30, 2006, and with the final such payment due on the Termination Date in respect of the applicable Facility: (i) (A) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is greater than or equal to $30,000,000, an unused revolving commitment fee at the rate of 0.25% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter, and (B) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is less than $30,000,000, an unused revolving commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter;Expiration Date. (ii) From the Amendment Date through the earlier of the Initial Funding Date or the Term Loan B Availability Expiration Date, Borrower shall be obligated to pay Administrative Agent, for the benefit of all Term Loan B Lenders that are not Defaulting Lenders (based upon their respective Pro Rata Shares of the Term Loan B Commitment), a term commitment fee at (the rate of 0.50% per annum “Term Loan B Commitment Fee”) in an amount equal to (i) the Term Loan B Commitment multiplied by (ii) the applicable Commitment Fee Margin as provided in Subsection 1.2(B), calculated on the sum basis of a 360-day year for the actual number of days elapsed. Such fees are to be paid quarterly in arrears on the last day of each calendar quarter for such calendar quarter (or portion thereof), with the final such payment due on the earlier of the average daily Unused Initial Funding Date and the Term Commitment of each Appropriate Lender during such quarter; provided, however, that any revolving unused commitment fee or term unused commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderLoan B Availability Expiration Date.”

Unused Commitment Fees. (i) The Borrower shall agrees to pay to each Revolving Credit Lender a commitment fee denominated in Dollars on the Administrative Agent for actual daily amount by which the account Revolving Credit Commitment of such Lender exceeds such Lender’s Ratable Portion of the Lenders sum of (A) the following unused commitment fees, outstanding principal amount of the Revolving Loans and (B) the aggregate outstanding amount of the Letter of Credit Obligations denominated in Dollars and Euros (the “ Unused Commitment Fee”) from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case Effective Date until the Revolving Credit Termination DateDate at the Applicable Unused Commitment Fee Rate, payable in arrears quarterly (x) on the last day tenth (10th) Business Day of each March, June, September and Decembercalendar quarter, commencing June 30, 2006, and on the first such Business Day following the Effective Date and (y) on the Revolving Credit Termination Date in respect of the applicable Facility: (i) (A) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is greater than or equal to $30,000,000, an unused revolving commitment fee at the rate of 0.25% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter, and (B) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is less than $30,000,000, an unused revolving commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter;case. (ii) The Borrower agrees to pay to each Delayed Draw Term Lender a term commitment fee denominated in Dollars on the actual daily amount by which the Delayed Draw Term Loan Commitment of such Lender exceeds such Lender’s Ratable Portion of the outstanding principal amount of the Delayed Draw Term Loans (the “Delayed Draw Unused Commitment Fee”), from the Effective Date until the Delayed Draw Commitment Termination Date at the rate of 0.50% per annum Delayed Draw Unused Commitment Fee Rate, payable in arrears (x) on the sum of the average daily Unused Term Commitment tenth (10th) Business Day of each Appropriate Lender during calendar quarter, commencing on the first such quarter; provided, however, that any revolving unused commitment fee or term unused commitment fee accrued with respect to any of Business Day following the Commitments of a Defaulting Lender during Effective Date and (y) on the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderDelayed Draw Commitment Termination Date.”

Unused Commitment Fees. (i) The Borrower shall pay to Agent a fee (the Administrative Agent “Unused Commitment Fee”) for the ratable account of each Revolving Lender in an amount equal to (A) the Lenders average daily balance of the following unused commitment feesRevolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, from less (B) the date hereof sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of each Initial Lender and from the effective date specified in Swingline Lender, the Assignment and Acceptance pursuant to which it became a Lender in the case average daily balance of each other all outstanding Swing Loans held by such Swingline Lender, in each case until case, during the Termination Datepreceding calendar quarter; provided, payable that in arrears quarterly on no event shall the last day of each March, June, September and December, commencing June 30, 2006, and on the Termination Date in respect of the applicable Facility: (i) amount computed pursuant to clauses (A) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is greater than or equal to $30,000,000, an unused revolving commitment fee at the rate of 0.25% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter, and (B) for each such quarter during which with respect to the average daily Revolver Usage of all Revolving Credit Lenders is Swingline Lender be less than $30,000,000, an unused revolving commitment fee at zero, (C) multiplied by one-half of one percent (0.50%) per annum. The total Unused Commitment Fee paid by the rate of 0.50% per annum on Borrower will be equal to the sum of all of the average daily Unused Revolving Credit Commitment Fees due to the Lenders, subject to Section 1.11(e)(vi). Such fee shall be payable quarterly in arrears on the first day of the calendar quarter following the date hereof and the first day of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share calendar quarter thereafter. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue at all times from and after the execution and delivery of this Agreement. The Borrower hereby agrees that accrued and unpaid “Unused Commitment Fees” (as defined in the Original Credit Agreement) in an amount equal to $658.33 are due and owing to certain Lenders under the Original Credit Agreement as of the average daily outstanding Swing Line Advances during such quarter; (ii) a term commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Term Commitment of each Appropriate Lender during such quarter; provided, however, that any revolving unused commitment fee or term unused commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender Restatement Effective Date and unpaid at such time shall not be payable paid in full in cash by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by Agent, for the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any benefit of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderLenders, on the Restatement Effective Date.”

Unused Commitment Fees. (i) The Borrower shall pay to Agent a fee (the Administrative Agent “Unused Commitment Fee”) for the ratable account of each Revolving Lender in an amount equal to (A) the Lenders average daily balance of the following unused commitment feesRevolving Loan Commitment of such Revolving Lender during the preceding calendar quarter (other than, from at any time after the date hereof Guaranty Termination Date, (as defined in the Sponsor Guaranty), the average daily balance of the LIFO Revolving Loan Commitment of such Revolving Lender), less (B) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of each Initial Lender and from the effective date specified in Swingline Lender, the Assignment and Acceptance pursuant to which it became a Lender in the case average daily balance of each other all outstanding Swing Loans held by such Swingline Lender, in each case until case, during the Termination Datepreceding calendar quarter; provided, payable that in arrears quarterly on no event shall the last day of each March, June, September and December, commencing June 30, 2006, and on the Termination Date in respect of the applicable Facility: (i) amount computed pursuant to clauses (A) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is greater than or equal to $30,000,000, an unused revolving commitment fee at the rate of 0.25% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter, and (B) for each such quarter during which with respect to the average daily Revolver Usage of all Revolving Credit Lenders is Swingline Lender be less than $30,000,000, an unused revolving commitment fee at zero, (C) multiplied by one-half of one percent (0.50%) per annum. The total Unused Commitment Fee paid by the rate of 0.50% per annum on Borrower will be equal to the sum of all of the average daily Unused Revolving Credit Commitment Fees due to the Lenders, subject to Section 1.11(e)(vi). Such fee shall be payable quarterly in arrears on the first day of the calendar quarter following the date hereof and the first day of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share calendar quarter thereafter. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue at all times from and after the execution and delivery of this Agreement. The Borrower hereby agrees that accrued and unpaid “Unused Commitment Fees” (as defined in the Original Credit Agreement) in an amount equal to $658.33 are due and owing to certain Lenders under the Original Credit Agreement as of the average daily outstanding Swing Line Advances during such quarter;Restatement Effective Date and shall be paid in full in cash by the Borrower to the Agent, for the benefit of the Lenders, on the Restatement Effective Date. The Borrower hereby agrees that accrued and unpaid “Unused DDTL Commitment Fees” (as defined in the Original Credit Agreement) in an amount equal to $1,133.33 are due and owing to certain Lenders under the Original Credit Agreement as of the Restatement Effective Date and shall be paid in full in cash by the Borrower to the Agent, for the benefit of the Lenders, on the Restatement Effective Date. (ii) a term commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Term Commitment of each Appropriate Lender during such quarter; provided, however, that any revolving unused commitment fee or term unused commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender[reserved].”

Unused Commitment Fees. The (i) Accruing from the Closing Date through the Maturity Date with respect to the Revolving A-1 Credit Facility, the Borrower shall agrees to pay to the Administrative Agent for the account of the Lenders the following unused commitment fees, from the date hereof in the case of each Initial Revolving A-1 Loan Lender and from the effective date specified in the Assignment and Acceptance pursuant according to which it became a Lender in the case of each other Lender, in each case until the Termination Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing June 30, 2006, and on the Termination Date in respect of the applicable Facility: (i) (A) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is greater than or equal to $30,000,000, an unused revolving commitment fee at the rate of 0.25% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s its Pro Rata Share of the Revolving A-1 Credit Facility, a nonrefundable unused commitment fee (each an “Unused Revolving A-1 Commitment Fee”) equal to (x) the Applicable Unused Revolving A-1 Commitment Fee Rate (computed on the basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied by (y) the average daily outstanding Swing Line Advances during such quarter, and result of (A) the Revolving A-1 Commitments minus (B) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is less than $30,000,000, an unused revolving commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share A-1 Loans and the portion of the average daily outstanding Swing Line Advances during such quarter; (ii) Letter of Credit Obligations allocated to the Revolving A-1 Loan Lenders on a term commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Term Commitment of each Appropriate Lender during such quarterpro rata basis; provided, however, with respect to the Unused Revolving A-1 Commitment Fee for the account of the Swing Line Lender, such fee shall be equal to (x) the Applicable Unused Revolving A-1 Commitment Fee Rate (computed on the basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied by (y) the average daily difference between (A) the Revolving A-1 Commitments and (B) the Revolving A-1 Credit Facility Usage (for the avoidance of doubt, as to Swing Line Lender only, Swing Line Loans will reduce the Unused Revolving A-1 Commitment Fee); provided further that any revolving unused commitment fee or term unused commitment fee Unused Revolving A-1 Commitment Fee accrued with respect to any of the Commitments Revolving A-1 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 Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee Unused Revolving A-1 Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee Unused Revolving A-1 Commitment Fee shall accrue on any of with respect to the Commitments Revolving A-1 Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, all Unused Revolving A-1 Commitment Fees shall be payable in arrears on each Interest Payment Date.”

Unused Commitment Fees. The Borrower shall agrees to pay to the Administrative Agent for the account of the Lenders the following unused commitment fees, from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case until the Termination Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing June 30, 2006, and on the Termination Date in respect of the applicable FacilityAgent: (i) accruing from the Closing Date until the Maturity Date, for the account of each Revolving Loan Lender according to its Pro Rata Share, a nonrefundable unused Revolving Loan Commitment fee (Aeach a “Revolving Loan Facility Unused Commitment Fee”) for each such quarter during which at a rate per annum equal to the Revolving Loan Commitment Fee Rate (computed on the basis of a year of 360 days and actual days elapsed) multiplied by the average daily Revolver Usage result during the relevant fiscal quarter of all (1) the aggregate Revolving Credit Lenders is greater than or equal to $30,000,000, an unused revolving commitment fee at Loan Commitments minus (2) the rate of 0.25% per annum on the sum of the average daily Unused aggregate Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter, and (B) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is less than $30,000,000, an unused revolving commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter; (ii) a term commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Term Commitment of each Appropriate Lender during such quarterLoan Exposure; provided, however, that any revolving unused commitment fee or term unused commitment fee Revolving Loan Facility Unused Commitment Fee accrued with respect to any of the Commitments Revolving Loan 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 Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee Revolving Loan Facility Unused Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee Revolving Loan Facility Unused Commitment Fee shall accrue on any of with respect to the Commitments Revolving Loan Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, all Revolving Loan Facility Unused Commitment Fees shall be payable quarterly in arrears on the last Business Day of each fiscal quarter and on the Maturity Date.”

Unused Commitment Fees. (i) The Borrower shall pay to Agent a fee (the Administrative Agent “Unused Commitment Fee”) for the ratable account of each Revolving Lender in an amount equal to (A) the Lenders average daily balance of the following unused commitment feesRevolving Loan Commitment of such Revolving Lender during the preceding calendar quarter (other than, from at any time after the date hereof Guaranty Termination Date, the average daily xxxxx xx of the LIFO Revolving Loan Commitment of such Revolving Lender), less (B) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of each Initial Lender and from the effective date specified in Swingline Lender, the Assignment and Acceptance pursuant to which it became a Lender in the case average daily balance of each other all outstanding Swing Loans held by such Swingline Lender, in each case until case, during the Termination Datepreceding calendar quarter; provided, payable that in arrears quarterly on no event shall the last day of each March, June, September and December, commencing June 30, 2006, and on the Termination Date in respect of the applicable Facility: (i) amount computed pursuant to clauses (A) for each such quarter during which the average daily Revolver Usage of all Revolving Credit Lenders is greater than or equal to $30,000,000, an unused revolving commitment fee at the rate of 0.25% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter, and (B) for each such quarter during which with respect to the average daily Revolver Usage of all Revolving Credit Lenders is Swingline Lender be less than $30,000,000, an unused revolving commitment fee at zero, (C) multiplied by one-half of one percent (0.50%) per annum. The total Unused Commitment Fee paid by the rate of 0.50% per annum on Borrower will be equal to the sum of all of the average daily Unused Revolving Credit Commitment Fees due to the Lenders, subject to Section 1.11(e)(vi). Such fee shall be payable quarterly in arrears on the first day of the calendar quarter following the date hereof and the first day of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share calendar quarter thereafter. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue at all times from and after the execution and delivery of this Agreement. The Borrower hereby agrees that accrued and unpaid “Unused Commitment Fees” (as defined in the Original Credit Agreement) in an amount equal to $658.33 are due and owing to certain Lenders under the Original Credit Agreement as of the average daily outstanding Swing Line Advances during such quarter;Restatement Effective Date and shall be paid in full in cash by the Borrower to the Agent, for the benefit of the Lenders, on the Restatement Effective Date. The Borrower hereby agrees that accrued and unpaid “Unused DDTL Commitment Fees” (as defined in the Original Credit Agreement) in an amount equal to $1,133.33 are due and owing to certain Lenders under the Original Credit Agreement as of the Restatement Effective Date and shall be paid in full in cash by the Borrower to the Agent, for the benefit of the Lenders, on the Restatement Effective Date. (ii) a term commitment fee at the rate of 0.50% per annum on the sum of the average daily Unused Term Commitment of each Appropriate Lender during such quarter; provided, however, that any revolving unused commitment fee or term unused commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender[reserved].”