Common use of Commitment Fees Clause in Contracts

Commitment Fees. The Borrowers shall pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, (i) a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Lender, as consideration for such Lender’s Revolving Credit Lender in accordance with its Pro Rata ShareCommitment hereunder, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) on the average daily difference between the amount of (a) such Lender’s Revolving Credit Commitment as the same may be constituted from time to time and (b) such Lender’s Revolving Exposure (for purposes of this computation, Swing Loans shall not be deemed to be borrowed amounts under its Revolving Credit Commitment); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Accruing from the Closing Date until the Expiration Date, the Borrowers shall agree to pay to the Administrative Agent (x) in Dollars for the account of each Bank according to its Ratable Share, as consideration for such Bank’s Revolving Credit Lender in accordance with its Pro Rata ShareCommitment hereunder, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”), calculated on a per annum (365 or 366 days, as appropriate, and actual days elapsed) basis under the Pricing Grid, on the average daily difference between the amount of (i) the Revolving Credit Commitments as the same may be constituted from time to time and (ii) the Dollar Equivalent Revolving Facility Usage; provided, however, that any the portion of the Commitment Fee accrued with respect to any of the Revolving Credit Commitments Commitment of a Defaulting Lender Bank during the period prior to the time such Lender Bank became a Defaulting Lender Bank and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be Bank is a Defaulting Lender Bank except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of the Commitments Revolving Credit Commitment of a Defaulting Lender Bank so long as such Lender Bank is a Defaulting Bank. All Commitment Fees shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last first Business Day of each MarchOctober, JuneJanuary, September April and December, commencing with July for the first such date to occur after immediately preceding quarter and on the Closing Date, and to but excluding the last day Expiration Date or upon acceleration of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrearsNotes. For the avoidance of doubt, for purposes of computing the Commitment Feethis computation, Revolving Credit Commitments PNC Bank’s outstanding Swing Loans shall be deemed to be used to the extent of the Outstanding Amount of the borrowed amounts under its Revolving Credit Loans Commitment (and the Outstanding Amount of all L/C Obligationsno other Bank’s).

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender’s Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, howeverfurther, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee (the "Commitment Fee") equal to the Applicable Commitment Fee Rate times (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily unused difference between the amount of (i) the Revolving Credit Commitments (for purposes of such this computation, PNC's Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Lender during Commitment) and (ii) the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no 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. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Except as otherwise provided in Section 5.03(b), the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, (i) a commitment fee equal to fee, which shall accrue at the Applicable applicable Commitment Fee Rate times on the average actual daily unused amount of the Revolving Credit Commitments undrawn Commitment of such Revolving Credit Lender during the preceding quarter (or other period commencing with from and including the Closing Date or ending with date of this Agreement to but excluding the applicable Revolving Credit Maturity Termination Date or the date on which the Commitments of (such Revolving Credit Lender shall expire or be terminated) (fee, the “Commitment Fee”); provided, however, that any for purposes of calculating the Commitment Fee accrued with respect owing to any of the Revolving Credit Commitments Lender, the undrawn Commitment of a Defaulting such Revolving Credit Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable reduced by the Borrowers so long as amount of such Lender Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and December, commencing December of each year (with respect to the first such date to occur after preceding three months or portion thereof) and on the Closing Date, and to but excluding the last day of the Initial Availability Period Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. The If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be calculated quarterly computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments which case interest shall be deemed to computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be used to payable for the extent actual number of days elapsed (including the Outstanding Amount of first day but excluding the Revolving Credit Loans and the Outstanding Amount of all L/C Obligationslast day).

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments (for purposes of this computation, PNC’s Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no 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. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees shall be due and payable quarterly in arrears on the last Business Day first day of each March, June, September and December, commencing calendar quarter with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used respect to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligationsprevious calendar quarter.

Commitment Fees. The Accruing from the Closing Date until the Expiration Date, the Borrowers shall agree to pay to the Administrative Agent (x) in Dollars for the account of each Bank according to its Ratable Share, as consideration for such Bank's Revolving Credit Lender in accordance with its Pro Rata ShareCommitment hereunder, a nonrefundable commitment fee (the "Commitment Fee"), calculated on a per annum (365 or 366 days, as appropriate, and actual days elapsed) basis under the Pricing Grid, on the average daily difference between the amount of (i) a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such as the same may be constituted from time to time and (ii) the Dollar Equivalent Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)Facility Usage; provided, however, that any the portion of the Commitment Fee accrued with respect to any of the Revolving Credit Commitments Commitment of a Defaulting Lender Bank during the period prior to the time such Lender Bank became a Defaulting Lender Bank and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be Bank is a Defaulting Lender Bank except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of the Commitments Revolving Credit Commitment of a Defaulting Lender Bank so long as such Lender Bank is a Defaulting Bank. All Commitment Fees shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last first Business Day of each MarchOctober, JuneJanuary, September April and December, commencing with July for the first such date to occur after immediately preceding quarter and on the Closing Date, and to but excluding the last day Expiration Date or upon acceleration of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrearsNotes. For the avoidance of doubt, for purposes of computing the Commitment Feethis computation, Revolving Credit Commitments PNC Bank's outstanding Swing Loans shall be deemed to be used to the extent of the Outstanding Amount of the borrowed amounts under its Revolving Credit Loans Commitment (and the Outstanding Amount of all L/C Obligationsno other Bank's).

Commitment Fees. The Borrowers shall Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with its Pro Rata Sharesuch Revolving Lender’s pro rata share or other applicable share provided for under this Agreement, (i) a commitment fee equal to the Applicable Rate times 0.50% per annum on the average daily unused amount undrawn portion of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)Commitments; provided, however, provided that any Commitment Fee commitment fee accrued with respect to any of the Revolving Credit 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender Lender, except to the extent that the Commitment Fee such commitment fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; and provided, further, that no Commitment Fee commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Commitment Fee shall accrue at all times during from the Initial Availability Period (and thereafter so long as any Closing Date until the Revolving Credit Loans or L/C Obligations remain outstanding)Facility Maturity Date, including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberQuarterly Date, commencing with the first such date to occur after the Closing Date and on the Revolving Facility Maturity Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee commitment fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments arrears and shall be deemed to be used to computed on the extent basis of the Outstanding Amount number of the Revolving Credit Loans and the Outstanding Amount days elapsed in a year of all L/C Obligationsthree hundred sixty (360) days.

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Borrowers shall agree to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with Lender, according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of three hundred sixty five (365) or three hundred sixty six (366) days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided, however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender’s Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; and, provided, further, that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly Payment Date in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsDollars.

Commitment Fees. (i) The Borrowers Borrower shall pay to the Administrative Agent (x) Agent, for the account of each Revolving Credit A Lender in accordance with its Pro Rata ShareApplicable Percentage, a commitment fee in Dollars equal to the product of (i) a commitment fee equal to the Applicable Rate times (ii) the average actual daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on by which the Aggregate Revolving A Commitments exceed the sum of such (y) the Outstanding Amount of Revolving Credit Lender shall expire or be terminatedA Loans and (z) (the “Commitment Fee”); providedOutstanding Amount of L/C Obligations, howeversubject to adjustment as provided in Section 2.15. For the avoidance of doubt, that any Commitment Fee accrued with respect to any the Outstanding Amount of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Swing Line Loans shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any counted towards or considered usage of the Aggregate Revolving A Commitments for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the commitment fee. The Commitment Fee commitment fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding)Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding on the last day of the Initial Availability Period (and, if applicable, thereafter on demand)Period. The Commitment Fee commitment fee shall be calculated quarterly in arrears. For , and if there is any change in the avoidance of doubtApplicable 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. (ii) The Borrower shall pay to the Administrative Agent, for purposes the account of computing the Commitment Feeeach Revolving B Lender in accordance with its Applicable Percentage, Revolving Credit Commitments shall be deemed to be used a commitment fee in Dollars equal to the extent product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving B Commitments exceed the aggregate Outstanding Amount of the Revolving Credit Loans B Loans. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the Outstanding Amount last Business Day of all L/C Obligationseach March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fees. The Borrowers shall Accruing for each day from the Closing Date until the Expiration Date (and without regard to whether the conditions to making Revolving Credit Loans are then met), the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any ) equal to the Applicable Margin for Commitment Fee accrued with respect to any for such day (computed on the basis of a year of 360 days and actual days elapsed) multiplied by the difference for such day between the amount of (a) the Revolving Credit Commitments minus (b) the Revolving Facility Usage (provided however, that solely in connection with determining the share of a Defaulting each Lender during in the period prior Commitment Fee, the Revolving Facility Usage with respect to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that portion of the Commitment Fee allocated to PNC shall otherwise have been due include the full amount of the outstanding Swingline Loans, and payable with respect to the portion of the Commitment Fee allocated by the Borrowers prior Administrative Agent to such time; provided, further, that no Commitment Fee shall accrue on any all of the Commitments of a Defaulting Lender so long as Lenders other than PNC, such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more portion of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For (according to each such Lender’s Ratable Share) as if the avoidance of doubt, for purposes of computing Revolving Facility Usage excludes the Commitment Fee, Revolving Credit Commitments outstanding Swingline Loans)); provided that no Defaulting Lender shall be deemed entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be used required to pay any such Commitment Fee that otherwise would have been required to have been paid to that Defaulting Lender). Subject to the extent of proviso in the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of directly preceding sentence, all L/C ObligationsCommitment Fees shall be payable in arrears on each Payment Date.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Maturity Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareLender, (i) as consideration for such Lender’s Commitment hereunder, a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) equal to the Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) on the average daily difference between the amount of (a) such Lender’s Commitment as the same may be constituted from time to time and (b) such Lender’s Exposure; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The All Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Revolving Maturity Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Lender, as consideration for such Lender’s Revolving Credit Lender in accordance with its Pro Rata ShareCommitment hereunder, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) equal to the Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) on the average daily difference between the amount of (a) such Lender’s Revolving Credit Commitment as the same may be constituted from time to time and (b) such Lender’s Revolving Exposure (for purposes of this computation, Swing Loans shall not be deemed to be borrowed amounts under its Revolving Credit Commitment); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) in Dollars for the account of each Lender, as consideration for such ▇▇▇▇▇▇’s Revolving Credit Lender in accordance with Commitment hereunder according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the actual daily difference between the amount of (i) the Revolving Credit Commitments and (ii) the Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender’s Ratable Share) as if the Facility Usage excludes the outstanding Swing Loans); provided, howeverfurther, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. (i) The Borrowers Borrower shall pay to the Administrative Agent (x) for the account of each the Non-rollup Revolving Credit Lenders a commitment fee, from the date hereof in the case of each such Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in accordance with its Pro Rata Sharethe case of each other such Lender until the Termination Date, (i) a commitment fee equal to payable in arrears on the Applicable Rate times Effective Date, thereafter monthly on the first day of each month and on the Termination Date, at the rate of 1.5% per annum on the average daily unused amount portion of the Unused Non-rollup Revolving Credit Commitments Commitment of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)Lender; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. . (ii) The Commitment Fee Borrower shall accrue at all times during pay to the Initial Availability Period (and thereafter so long as any Administrative Agent for the account of the Rollup Revolving Credit Loans or L/C Obligations remain outstanding)Lenders a commitment fee, including at any time during from the Final Term Advance Date in the case of each such Initial Lender and (if such date is later than the Final Term Advance Date) the effective date specified in the Assignment and Acceptance pursuant to which one or more it became a Lender in the case of each other such Lender until the conditions in Article V is not metTermination Date, and shall be due and payable quarterly in arrears on the last Business Day Effective Date, thereafter monthly on the first day of each March, June, September month and December, commencing with on the first such date to occur after the Closing Termination Date, and to but excluding at the last day rate of 1.5% per annum on the average daily unused portion of the Initial Availability Period (andUnused Rollup Revolving Credit Commitment of such Lender; provided, if applicablehowever, thereafter that no commitment fee shall accrue on demand). The Commitment Fee any of the Commitments of a Defaulting Lender so long as such Lender shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligationsa Defaulting Lender.

Commitment Fees. The Borrowers shall Accruing for each day from the Closing Date until the Expiration Date (and without regard to whether the conditions to making Revolving Credit Loans are then met), the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); ) in Dollars, equal to the Applicable Margin for Commitment Fee (the “Applicable Commitment Fee Rate”) for such day (computed on the basis of a year of 360 days and actual days elapsed) multiplied by the difference for such day between the amount of (a) the Revolving Credit Commitments minus (b) the Revolving Facility Usage (provided, however, that any solely in connection with determining the share of each Lender in the Commitment Fee accrued Fee, the Revolving Facility Usage with respect to any the portion of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee allocated to PNC shall otherwise have been due include the full amount of the outstanding Swingline Loans, and payable with respect to the portion of the Commitment Fee allocated by the Borrowers prior Administrative Agent to such time; provided, further, that no Commitment Fee shall accrue on any all of the Commitments of a Defaulting Lender so long as Lenders other than PNC, such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more portion of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For (according to each such Lender’s Ratable Share) as if the avoidance of doubt, for purposes of computing Revolving Facility Usage excludes the Commitment Fee, Revolving Credit Commitments outstanding Swingline Loans); provided that no Defaulting Lender shall be deemed entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be used required to pay any such Commitment Fee that otherwise would have been required to have been paid to that Defaulting Lender). Subject to the extent of proviso in the Outstanding Amount of directly preceding sentence, all Commitment Fees shall be payable in arrears on each Payment Date, commencing on the Revolving Credit Loans and first Payment Date following the Outstanding Amount of all L/C ObligationsClosing Date.

Commitment Fees. The Borrowers shall Borrower agrees to pay to the Administrative Facility Agent (x) for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, (i) a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) on its daily unused portion of the Maximum Loan Amount (as such Maximum Loan Amount may be adjusted from time to time); provided, however, that any for the period commencing on the Effective Date and continuing through the earliest to occur (the “Commitment Fee accrued Termination Date”) of (i) the Disbursement Date, (ii) the date upon which the Facility Agent has provided the Borrower with respect written notice that the Lenders will not advance the Loan because the Commitments have been terminated pursuant to any of Section 8.2 or 8.3, (iii) the Revolving Credit Commitment Termination Date and (iv) the date the Commitments of a Defaulting Lender during shall have been terminated pursuant to Section 2.2(b). Should the period prior to Facility Agent provide the time such Lender became a Defaulting Lender and unpaid at such time shall Borrower notice that the Lenders will not be payable advance the Loan because Hermes has cancelled the Hermes Insurance Policy, the Commitment Fees paid by the Borrowers so long as such Borrower for the account of each Lender shall be a Defaulting Lender except promptly refunded to the extent Borrower by such Lender Provided however that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that (i) no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be obliged to refund any Commitment Fees to the Borrower in these circumstances if the cancellation of the Hermes Policy by Hermes is primarily attributable to the Borrower and (ii) (where a Defaulting Lender. The refund is applicable) a Lender shall only be obliged to refund to the Borrower amounts equal to (x) the portion of the Commitment Fee shall accrue at all times during Fes that that Lender has not paid to the Initial Availability Period Refinancing Bank in accordance with the applicable Interest Make-Up Agreement and (y) the portion of the Commitment Fees that that Lender has so paid to the Refinancing Bank and that such Lender actually recovers from the Refinancing Bank in the event of the cancellation of the Hermes Policy (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more each Lender agrees to request from the Refinancing Bank the amount of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used Fees that it has paid to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsRefinancing Bank).

Commitment Fees. The Borrowers shall Accruing for each day from the Funding Date until the Expiration Date (and without regard to whether the conditions to making Revolving Credit Loans are then met), the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); ) equal to the Applicable Margin for such day (computed on the basis of a year of three hundred sixty (360) days and actual days elapsed) multiplied by the difference for such day between the amount of (a) the Revolving Credit Commitments minus (b) the Revolving Facility Usage (provided, however, that any solely in connection with determining the share of each Lender in the Commitment Fee accrued Fee, the Revolving Facility Usage with respect to any the portion of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee allocated to PNC shall otherwise have been due include the full amount of the outstanding Swingline Loans, and payable with respect to the portion of the Commitment Fee allocated by the Borrowers prior Administrative Agent to such time; provided, further, that no Commitment Fee shall accrue on any all of the Commitments of a Defaulting Lender so long as Lenders other than PNC, such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more portion of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For (according to each such Lender’s Ratable Share) as if the avoidance of doubt, for purposes of computing Revolving Facility Usage excludes the Commitment Fee, Revolving Credit Commitments outstanding Swingline Loans); provided that no Defaulting Lender shall be deemed entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be used required to pay any such Commitment Fee that otherwise would have been required to have been paid to that Defaulting Lender). Subject to the extent of proviso in the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of directly preceding sentence, all L/C ObligationsCommitment Fees shall be payable in arrears on each Payment Date.

Commitment Fees. (a) The Borrowers shall Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, (i) a an unused commitment fee (the “Unused Commitment Fee”) equal to the Applicable Rate Margin for Unused Commitment Fees times the average actual daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on by which the aggregate Revolving Commitments exceeds the sum of such (A) the Outstanding Amount of Revolving Credit Lender shall expire or be terminatedLoans (for the avoidance of doubt, excluding Swing Line Loans) and (B) the “Commitment Fee”)Outstanding Amount of L/C Obligations; provided, however, provided that any Unused Commitment Fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee such commitment fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; and provided, further, that no Unused Commitment Fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Unused Commitment Fee on the Revolving Commitments shall accrue at all times during from the Initial Availability Period (and thereafter so long as any Closing Date until the Maturity Date for the Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not metLoans, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the last Business Day of the first such date to occur full fiscal quarter after the Closing Date, and to but excluding on the last day of Maturity Date for the Initial Availability Period (and, if applicable, thereafter on demand)Revolving Loans. The Unused Commitment Fee shall be calculated quarterly in arrears. For , and if there is any change in the avoidance of doubtApplicable Margin during any quarter, for purposes of computing the Commitment Fee, Revolving Credit Commitments actual daily amount shall be deemed to be used to computed and multiplied by the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsApplicable Margin separately for each period during such quarter that such Applicable Margin was in effect.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) times the average daily difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender’s Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, howeverfurther, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee (the "Commitment Fee") equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) times the average daily unused difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of such Revolving Credit each Lender during in the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender's Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, howeverfurther, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the actual daily difference between the amount of (i) the Revolving Credit Commitments (for purposes of this computation, PNC’s Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Accruing from the date hereof until the Final Maturity Date, the Borrowers shall agree to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments and (ii) the Dollar Equivalent amount of the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender’s Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, howeverfurther, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September Payment Date and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrearsU.S. Dollars. For the avoidance of doubt, for purposes and without limiting the generality of computing Section 4.01 [Payments] hereof, Borrowers hereby agree that if any such Commitment Fee has become due and payable and remains unpaid, the Commitment Fee, Revolving Credit Commitments shall entire amount thereof may be deemed to be used charged to the extent Loan Account of Borrowers as a Revolving Loan made as a Base Rate Loan; provided that upon any such charge to the Loan Account, Administrative Agent shall give prompt notice to Administrative Borrower of such charge and of the Outstanding Amount calculation and total amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligationssuch Commitment Fee so charged on any date).

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee (the "Commitment Fee") equal to the Applicable Commitment Fee Rate times (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily unused difference between the amount of (i) the Revolving Credit Commitments and (ii) the Dollar Equivalent amount of the Revolving Credit Commitments Facility Usage (provided however, that solely in connection with determining the share of such Revolving Credit each Lender during in the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender's Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, howeverfurther, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September Payment Date and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsU.S. Dollars.

Commitment Fees. The Borrowers shall Accruing from the Closing Date until the Revolving Maturity Date, the Borrower agrees to pay to the Revolving/TLA Administrative Agent (x) for the account of each Revolving Lender, as consideration for such Lender’s Revolving Credit Lender in accordance with its Pro Rata ShareCommitment hereunder, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) equal to the Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) on the average daily difference between the amount of (a) such Lender’s Revolving Credit Commitment as the same may be constituted from time to time and (b) such Lender’s Revolving Exposure (for purposes of this computation, Swing Loans shall not be deemed to be borrowed amounts under its Revolving Credit Commitment); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrowers, jointly and severally agree to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments (for purposes of this computation, the Swing Lender’s Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, and provided further that no 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. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments (for purposes of this computation, PNC’s Swing Loans shall not be deemed to be borrowed amounts under its Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no 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. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, (i) a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Amendment No. 6 Effective Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Amendment No. 6 Effective Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Revolver Borrowers shall agree to pay to the Administrative Agent (x) for the account of each Revolving Credit Revolver Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments (for purposes of this computation, PNC’s Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments Commitment of a Defaulting Lender during the period prior to the time such Revolver Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Revolver Borrowers so long as such Revolver Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Revolver Borrowers prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Commitment of a Defaulting Lender so long as such Revolver Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, (i) a commitment fee equal to fee, which shall accrue at the Applicable applicable Commitment Fee Rate times on the average actual daily unused amount of the Revolving Credit Commitments undrawn Commitment of such Revolving Credit Lender during the preceding quarter (or other period commencing with from and including the Closing Date or ending with date of this Agreement to but excluding the applicable Revolving Credit Maturity Termination Date or the date on which the Commitments of (such Revolving Credit Lender shall expire or be terminated) (fee, the “Commitment Fee”); provided, however, that any for purposes of calculating the Commitment Fee accrued with respect owing to any of the Revolving Credit Commitments Lender, the undrawn Commitment of a Defaulting such Revolving Credit Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable reduced by the Borrowers so long as amount of such Lender Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan that is not a Refunded Swing Line Loan. Accrued Commitment Fees shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and December, commencing December of each year (with respect to the first such date to occur after preceding three months or portion thereof) and on the Closing Date, and to but excluding the last day of the Initial Availability Period Termination Date (and, if applicable, thereafter on demand), commencing on the first such date to occur after the date hereof. The If there is any change in the Commitment of any Revolving Credit Lender during any such three-month period, the actual daily amount of the Commitment shall be computed and multiplied by the Commitment Fee Rate separately for each period during such three-month period such Commitment was in effect. All Commitment Fees shall be calculated quarterly computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments which case interest shall be deemed to computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be used to payable for the extent actual number of days elapsed (including the Outstanding Amount of first day but excluding the Revolving Credit Loans and the Outstanding Amount of all L/C Obligationslast day).

Commitment Fees. (i) The Borrowers shall Company agrees to pay to the Administrative Agent (x) Revolver Agent, for the account ratable benefit of each Lender that is a Revolving Credit Lender in accordance with as consideration for its Pro Rata ShareRevolving Commitment, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) fees (the “Commitment FeeFees”) accruing from the date hereof until the Revolving Facility Termination Date based upon such Lender’s Fixed Commitment Percentage of the Total Revolving Commitment in effect on each day, computed for each day at a rate per annum equal to 50.00 basis points (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) times (B) the average daily Unutilized Revolving Commitment (for purposes of this computation, Swing Loans shall be deemed not to be borrowed amounts under the Revolving Credit Commitment); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Company so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Company prior to such time; provided, further, and provided further that no 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. The . (ii) Accrued Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September September, December and December, commencing with the first such date to occur after the Closing Date, March and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsFacility Termination Date.

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Borrowers shall agree to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) such Lender’s Revolving Credit Commitment (for purposes of this computation, PNC’s Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, and provided further that no 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. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) in Dollars for the account of each Lender, as consideration for such Lender’s Revolving Credit Lender in accordance with Commitment hereunder according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments and (ii) the Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender’s Ratable Share) as if the Facility Usage excludes the outstanding Swing Loans); provided, howeverfurther, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Borrowers shall agree to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) with respect to the Domestic Borrowers, (A) the Revolving Credit Commitments (for purposes of this computation, PNC’s Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment) and (B) the Revolving Facility Usage of the Domestic Borrowers, and (ii) with respect to the Canadian Borrower, (A) the Canadian Commitments and (B) the Revolving Facility Usage of the Canadian Borrower; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments Commitment or Canadian 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Commitment or Canadian Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall pay to the Administrative Agent (x) for the account of each of the Revolving Credit Lender in accordance with its Pro Rata Share, (i) Lenders their respective pro rata share of a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect ) equal to any the product of (i) the Applicable Percentage times (ii) the actual daily amount by which the aggregate amount of the respective Revolving Commitments exceed the Outstanding Amount of the Revolving Credit Commitments Loan Obligations in respect thereof, subject, in each case, to adjustment for Defaulting Lenders as provided in Section 2.17. For the avoidance of a Defaulting Lender during doubt, the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Outstanding Amount of Swingline Loans shall not be payable by counted towards or considered usage of the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that respective Revolving Commitments for purposes of determining the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderFee. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding)Commitment Period, including at any time during which one or more of the conditions in Article V is shall not have been 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, Date (and to but excluding on the last day of the Initial Availability Period (and, if applicable, thereafter on demandCommitment Period). The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that the Applicable Percentage was in effect. For The Commitment Fee payable in respect of the avoidance of doubtUSD Revolving Commitments will be payable in Dollars, for purposes of computing and the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent Fee payable in respect of the Outstanding Amount of the Euro Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsCommitments will be payable in Euro.

Commitment Fees. The Borrowers ▇▇▇▇ shall pay to the Administrative Agent a commitment fee in Dollars (xi) for the account of the Revolving Credit Lenders, from the date hereof in the case of each Revolving Credit Lender party to this Agreement on the Closing Date, from the Amendment No. 1 Effective Date in accordance with its Pro Rata Sharethe case of each other Revolving Credit Lender party to this Agreement on the Amendment No. 1 Effective Date, (i) from the Amendment No. 3 Effective Date in the case of each other Revolving Credit Lender party to this Agreement on the Amendment No. 3 Effective Date, and from the effective date specified in the Assignment and Acceptance pursuant to which it became a commitment fee equal to Revolving Credit Lender in the Applicable Rate times case of each other such Revolving Credit Lender until the Revolving Credit Facility Termination Date, payable in quarterly in arrears on the first Business Day following each Fiscal Quarter and on the Revolving Credit Facility Termination Date, at the rate per annum on the average daily unused amount portion of the Unused Revolving Credit Commitments Commitment of such Revolving Credit Lender, equal to the percentage set forth in the definition of “Applicable Margin” for commitment fees for the relevant Total Net Leverage Ratio on such date, and (ii) for the account of the Term Lenders, from the Amendment No. 1 Effective Date in the case of each Term Lender during party to this Agreement on the preceding quarter (or Amendment No. 1 Effective Date, and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Term Lender in the case of each other period commencing with such Term Lender which becomes a Term Lender prior to the Term Facility Commitment Termination Date, until the Term Facility Commitment Termination Date, payable in quarterly in arrears on the first Business Day following each Fiscal Quarter and including on the Closing Date or ending with but excluding Term Facility Commitment Termination Date, at the applicable Revolving Credit Maturity Date or rate per annum on the date on which average daily unused portion of the Commitments Unused Term Commitment of such Revolving Credit Lender shall expire or be terminated) (Lender, equal to the percentage set forth in the definition of “Commitment Fee”)Applicable Margin” for commitment fees for the relevant Total Net Leverage Ratio on such date; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall In consideration of each Lender’s Revolving Credit Commitment, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, (i) a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the each a “Commitment Fee”)) (computed on the basis of the actual number of days elapsed in a year composed of 360 days, subject to the terms of Section 10.6 hereof) in an amount equal to the product of (A) 0.375% times (B) such Lender’s average Unused Revolving Credit Commitment for the applicable calculation period; provided, however, that any such Lender’s pro rata share of the Swingline Exposure shall be disregarded for purposes of calculating such Lender’s Unused Revolving Credit Commitment for Commitment Fee accrued with purposes, except in respect to any of the Swingline Lender, whose Unused Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Commitment for Commitment Fee purposes shall not be payable reduced by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderSwingline Exposure. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears (i) on the last Business Day of each MarchSeptember, June, September and December, commencing with March and June prior to the first such date to occur after the Closing Revolving Credit Termination Date, commencing September 30, 2005, and (ii) on the Revolving Credit Termination Date, with each Commitment Fee to commence to accrue as of the date hereof and to but excluding be effective as to any reduction in the last day Total Revolving Credit Commitment pursuant to Section 2.4(a) below as of the Initial Availability Period (anddate of any such decrease, if applicable, thereafter on demand). The and each Commitment Fee shall be calculated quarterly in arrears. For cease to accrue (except with respect to interest at the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of Default Rate on any unpaid portion thereof) on the Revolving Credit Loans Termination Date. All past due Commitment Fees shall bear interest at the Default Rate and shall be payable upon demand by the Outstanding Amount of all L/C ObligationsAgent.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the actual daily difference between the amount of (i) the Revolving Credit Commitments (for purposes of this computation, PNC’s Swing Loans shall be deemed to be borrowed amounts under PNC’s Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers Parent Borrower shall pay to the Administrative Agent (x) for the account of (x) each Dollar Revolving Credit Lender in accordance with its Pro Rata ShareDollar Revolving Commitment Percentage, (i) a commitment fee equal to the Applicable Commitment Fee Rate times the average actual daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on by which the Commitments Aggregate Dollar Revolving Committed Amount exceeds the sum of such (i) the Outstanding Amount of Dollar Revolving Credit Loans (but not, for the avoidance of doubt, any Swingline Loans) and (ii) the Outstanding Amount of Dollar Facility L/C Obligations, (y) each Limited Currency Revolving Lender shall expire or be terminated) (the “in accordance with its Limited Currency Revolving Commitment Fee”); providedPercentage, however, that any Commitment Fee accrued with respect a commitment fee equal to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due Rate times the actual daily amount by which the Aggregate Limited Currency Revolving Committed Amount exceeds the sum of (i) the Outstanding Amount of Limited Currency Revolving Loans and payable by (ii) the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any Outstanding Amount of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or Limited Currency Facility L/C Obligations remain outstandingand (z) each Multicurrency Revolving Lender in accordance with its Multicurrency Revolving Commitment Percentage, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the Aggregate Multicurrency Revolving Committed Amount exceeds the Outstanding Amount of Multicurrency Revolving Loans other than Fronted Currency Loans (such fees, collectively, the “Commitment Fees”), . The Commitment Fees shall accrue from and including at any time during which one or more of the conditions in Article V is not metAmendment No. 3 Effective Date, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember (and shall be due and payable on the Amendment No. 3 Effective Date as set forth in the next sentence), commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand)Amendment No. The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.3

Commitment Fees. The Accruing from the date hereof until the Maturity Date, the Borrowers shall agree to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the daily difference between the amount of (i) the Revolving Credit Commitments and (ii) the Dollar Equivalent amount of the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender’s Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, howeverfurther, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September Payment Date and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsU.S. Dollars.

Commitment Fees. The Borrowers Borrower shall pay to the Administrative Agent Agent: (xi) for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, (i) Revolving Commitment Percentage thereof a commitment fee in Dollars equal to the Applicable Rate Percentage times the average actual daily unused amount by which the Aggregate Revolving Commitments exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15 (and for the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining such commitment fee); and (ii) for the account of each Term Lender in accordance with its Term Loan Commitment Percentage thereof, a commitment fee in Dollars equal to the Applicable Percentage times the actual daily amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter unused aggregate Term Loan Commitments, subject to adjustment as provided in Section 2.15. The commitment fees payable under clauses (or other period commencing with i) and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated(ii) above (collectively, the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee ) shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding)applicable Commitment Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day tenth (10th) day of each MarchJanuary, JuneApril, September July and DecemberOctober (for the Commitment Fee accrued during the previous calendar quarter), commencing with the first such date to occur after the Closing Date, and on the Revolving Termination Date (with respect to but excluding the last day of Commitment Fee under clause (i) only) and the Initial Availability Period Term Loan Termination Date (and, if applicable, thereafter on demandwith respect to the Commitment Fee under clause (ii) only). The Commitment Fee shall be calculated quarterly in arrears. For , and if there is any change in the avoidance of doubtApplicable Percentage during any quarter, for purposes of computing the Commitment Fee, Revolving Credit Commitments actual daily amount shall be deemed to be used to computed and multiplied by the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsApplicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect.

Commitment Fees. The Borrowers shall In consideration of each Lender’s US Revolving Credit Commitment, the US Borrower agrees to pay to the US Administrative Agent (x) for the account of each Revolving Credit US Lender in accordance with its Pro Rata Share, (i) a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the each a “Commitment Fee”)) (computed on the basis of the actual number of days elapsed in a year composed of 360 days, subject to the terms of Section 10.6 hereof) in an amount equal to the product of (A) 0.25% times (B) such US Lender’s average Unused US Revolving Credit Commitment for the applicable calculation period; provided, however, that any such US Lender’s pro rata share of the Swingline Exposure shall be disregarded for purposes of calculating such US Lender’s Unused Revolving Credit Commitment for Commitment Fee accrued with purposes, except in respect to any of the Swingline Lender, whose Unused Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Commitment for Commitment Fee purposes shall not be payable reduced by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderSwingline Exposure. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears (i) on the last Business Day of each MarchSeptember, June, September and December, commencing with March and June prior to the first such date to occur after the Closing Revolving Credit Termination Date, commencing December 31, 2007, and (ii) on the Revolving Credit Termination Date, with each Commitment Fee to commence to accrue as of the date hereof and to but excluding be effective as to any reduction in the last day Total US Revolving Credit Commitment pursuant to Section 2.4(a) below as of the Initial Availability Period (anddate of any such decrease, if applicable, thereafter on demand). The and each Commitment Fee shall be calculated quarterly in arrears. For cease to accrue (except with respect to interest at the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of Default Rate on any unpaid portion thereof) on the Revolving Credit Loans Termination Date. All past due Commitment Fees shall bear interest at the Default Rate and shall be payable upon demand by the Outstanding Amount of all L/C ObligationsAdministrative Agent.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Lender, as consideration for such Lender’s Revolving Credit Lender in accordance with its Pro Rata ShareCommitment hereunder, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) at a rate per annum equal to the Applicable Commitment Fee Rate (computed on the basis of a year of three hundred sixty (360) days and actual days elapsed) times the average daily difference between the amount of (i) the Revolving Credit Commitments (for purposes of this computation, the Swing Loans shall be deemed to be borrowed amounts under PNC Bank’s Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers Borrower shall pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, (i) Share a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the each, a “Commitment Fee”) on the actual daily unused portion of such ▇▇▇▇▇▇’s Revolving Loan Commitment, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Agent, at the Applicable Margin per annum. For purposes of calculating utilization under this Section 2.10(b); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers so long as such each Lender shall be a Defaulting Lender except deemed used to the extent that of the Commitment Fee shall otherwise have been due and payable by Effective Amount of Revolving Loans then outstanding, plus the Borrowers prior to such time; provided, further, that no Effective Amount of L/C Obligations then outstanding but excluding for the purposes of calculating utilization under this Section 2.10(b) the Effective Amount of Swing Line Loans. Such Commitment Fee shall accrue on any of from the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during Closing Date to the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, Maturity Date and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember through the Maturity Date, commencing with the first final payment to be made on the Maturity Date; provided that, in connection with any reduction or termination of Aggregate Revolving Loan Commitments under Section 2.05, the accrued Commitment Fee calculated for the period ending on such date to occur after shall also be paid on the Closing Datedate of such reduction or termination, and to but excluding with the last day following quarterly payment being calculated on the basis of the Initial Availability Period (and, if applicable, thereafter on demand)period from such reduction or termination date to such quarterly payment date. The Commitment Fee Fees provided in this Section 2.10(b) shall be calculated quarterly accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsArticle V are not met.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) in Dollars for the account of each Lender, as consideration for such Lender’s Revolving Credit Lender in accordance with its Pro Rata ShareCommitment hereunder, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); ) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) on the average daily difference between the amount of (i) such Lender’s Revolving Credit Commitment as the same may be constituted from time to time (for purposes of this computation, PNC Bank’s Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment) and (ii) the sum of such Lender’s Revolving Credit Loans outstanding plus its Ratable Share of Letters of Credit Outstanding, provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no 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. The For the purpose of calculating the Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as set forth in this Section 2.4, amounts of any Revolving Credit Loans or L/C Obligations remain outstanding), including at outstanding and/or Letters of Credit Outstanding which are denominated in any time during which one or more of the conditions in Article V is not met, and Optional Currency shall be due and converted to the Dollar Equivalent. Subject to the provisos in the directly preceding sentence all Commitment Fees shall be payable quarterly in arrears on the last Business Day first day of each MarchJuly, JuneOctober, September January and December, commencing with the first such date to occur April after the Closing Date, date hereof and to but excluding on the last day Expiration Date or upon acceleration of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsLoans.

Commitment Fees. The Borrowers shall agree, jointly and severally, to pay the following: (i) to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, (i) a commitment fee in Dollars, which shall accrue at a per annum rate equal to the Applicable Rate times Margin applicable for the average “Commitment Fee Rate” on the daily unused amount equal to such Revolving Credit Lender’s Revolving Credit Commitment minus the Dollar Equivalent of the aggregate outstanding Revolving Credit Loans (excluding, for the avoidance of doubt, the principal amount of the Revolving Credit Commitments Swingline Loans) and LC Exposure of such Revolving Credit Lender for each date during the preceding quarter (or other period commencing with from and including the Closing Signing Date or ending with to but excluding the applicable earlier of the date such Revolving Credit Commitment terminates and the Revolving Credit Maturity Date. Accrued commitment fees for this Section 2.11(a)(i) through and including each Quarterly Date or shall be payable on the second Business Day following such Quarterly Date and on the earlier of the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender during Commitment terminates and the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberMaturity Date, commencing with on the first such date to occur after the Closing Signing Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day); (ii) to Administrative Agent for the account of each Initial Term Lender a commitment fee in Dollars, which shall accrue at a per annum rate equal to the Applicable Margin applicable for the “Commitment Fee Rate” on the daily amount equal to such Initial Term Lender’s Initial Term Commitment for each date during the period from and including the Signing Date to but excluding the last day of Initial Funding Date. Accrued commitment fees for this Section 2.11(a)(ii) shall be payable on the Initial Availability Period Funding Date; and (andiii) to Administrative Agent for the account of each Delayed Draw Term Lender a commitment fee in Dollars, if applicable, thereafter on demand). The which shall accrue at a per annum rate equal to the Applicable Margin applicable for the “Commitment Fee Rate” on the daily amount equal to such Delayed Draw Term Lender’s Delayed Draw Term Commitment minus the aggregate Delayed Draw Term Loans advanced through such date by such Delayed Draw Term Lender, for each date during the period from and including the Signing Date through the Conversion Date. Accrued commitment fees for this Section 2.11(a)(iii) through and including each Quarterly Date shall be calculated quarterly in arrearspayable on the second Business Day following such Quarterly Date and on the Conversion Date applicable to such Delayed Draw Term Commitments, commencing on the first such date to occur after the Signing Date. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments All commitment fees shall be deemed to computed on the basis of a year of 360 days and shall be used to payable for the extent actual number of days elapsed (including the Outstanding Amount of first day but excluding the Revolving Credit Loans and the Outstanding Amount of all L/C Obligationslast day).

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee (the "Commitment Fee") equal to the Applicable Commitment Fee Rate times (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily unused difference between the amount of (i) the Revolving Credit Commitments (for purposes of such this computation, Swing Loan Lender’s Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Lender during Commitment) and (ii) the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers Parent Borrower shall pay to the Administrative Agent (x) for the account of (v) each Revolving Credit Delayed Draw Term A Lender in accordance with its Pro Rata ShareDelayed Draw Term A Commitment Percentage, (i) a commitment fee equal to the Applicable Commitment Fee Rate times the average actual daily unused aggregate amount of the Revolving Credit Delayed Draw Term A Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Delayed Draw Commitment Fee”); provided, however(w) each Dollar Revolving Lender in accordance with its Dollar Revolving Commitment Percentage, that any Commitment Fee accrued with respect a commitment fee equal to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due Rate times the actual daily amount by which the Aggregate Dollar Revolving Committed Amount exceeds the sum of (i) the Outstanding Amount of Dollar Revolving Loans (but not, for the avoidance of doubt, any Swingline Loans) and payable (ii) the Outstanding Amount of Dollar Facility L/C Obligations, (x) each Limited Currency Revolving Lender in accordance with its Limited Currency Revolving Commitment Percentage, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the Borrowers prior Aggregate Limited Currency Revolving Committed Amount exceeds the sum of (i) the Outstanding Amount of Limited Currency Revolving Loans and (ii) the Outstanding Amount of Limited Currency Facility L/C Obligations, (y) each Multicurrency Revolving Lender in accordance with its Multicurrency Revolving Commitment Percentage, a commitment fee equal to such timethe Commitment Fee Rate times the actual daily amount by which the Aggregate Multicurrency Revolving Committed Amount exceeds the Outstanding Amount of Multicurrency Revolving Loans other than Fronted Currency Loans (the fees in clauses (w), (x) and (y) collectively, the “Original Revolving Commitment Fees”) and (z) each 2020-1 Incremental Revolving Lender in accordance with its 2020-1 Incremental Revolving Commitment Percentage, a commitment fee equal to the 2020-1 Incremental Revolving Commitment Fee Rate times the actual daily amount by which the Aggregate 2020-1 Incremental Revolving Committed Amount exceeds the Outstanding Amount of 2020-1 Incremental Revolving Loans (the fees in clause (z), the “2020-1 Incremental Revolving Commitment Fees”; providedthe Original Revolving Commitment Fees and 2020-1 Incremental Revolving Commitment Fees are referred to collectively as the “Revolving Commitment Fees” and, furthertogether with the Delayed Draw Commitment Fee, that no the “Commitment Fees”). The Delayed Draw Commitment Fee shall accrue on any of from and including the Commitments of a Defaulting Lender so long as such Lender 61st day following the Amendment No. 6 Effective Date, and shall be a Defaulting Lenderdue and payable quarterly in arrears (A) on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the 61st day following the Amendment No. 6 Effective Date and (B) on the Delayed Draw Term A Commitment Termination Date. The Original Revolving Commitment Fee Fees shall accrue at all times during from and including the Initial Availability Period (Amendment No. 6 Effective Date and thereafter so long as any the 2020-1 Revolving Credit Loans or L/C Obligations remain outstanding), Commitment Fees shall accrue from and including at any time during which one or more of the conditions in Article V is not metAmendment No. 7 Effective Date, and the Revolving Commitment Fees 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 to but excluding Amendment No. 6 Effective Date (in the last day case of the Initial Availability Period Original Revolving Commitment Fees) and the first such date to occur after the Amendment No. 7 Effective Date (and, if applicable, thereafter on demandin the case of the 2020-1 Incremental Revolving Commitment Fees). The ; provided that all outstanding Revolving Commitment Fee Fees shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of due and payable on the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsTermination Date.

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Borrowers shall agree to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee (the "Commitment Fee") equal to the Applicable Commitment Fee Rate times (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily unused difference between the amount of (i) such Lender's Revolving Credit Commitment (for purposes of this computation, PNC's Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment) and (ii) the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, and provided further that no 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. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers Borrower shall pay to the Administrative Agent (xi) for the account of the Working Capital Lenders, a commitment fee from the Effective Date until the Working Capital Termination Date, payable quarterly in arrears on each Interest Payment Date with respect to Base Rate Advances and on the Working Capital Termination Date at the rate of 0.75% per annum on the sum of the average daily Unused Working Capital Commitment of such Working Capital Lender during such quarter, (ii) for the account of the Delayed Draw Term Lenders, a commitment fee from the Effective Date until the Delayed Draw Commitment Termination Date, payable quarterly in arrears on each Interest Payment Date with respect to Base Rate Advances and on the Delayed Draw Commitment Termination Date at the rate of 0.75% per annum on the sum of the average daily Unused Delayed Draw Term Commitment of such Delayed Draw Term Lender during such quarter and (iii) for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareLC Facility Lender, (i) a commitment fee equal from the Effective Date until the LC Facility Termination Date, payable quarterly in arrears on each Interest Payment Date with respect to Base Rate Advances and on the Applicable Rate times LC Facility Termination Date at the rate of 0.75% per annum on the sum of the average daily unused amount of the Revolving Credit Unused LC Facility Commitments of such Revolving Credit LC Facility Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)quarter; provided, however, that any Commitment Fee commitment fee accrued with respect to any of the Revolving Credit 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee such commitment fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; and provided, further, that no Commitment Fee commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period Promptly upon receipt of any commitment fee payable under this clause (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstandinga), including at any time during which one or more of the conditions in Article V is not metAdministrative Agent shall promptly distribute to each Working Capital Lender, Delayed Draw Term Lender 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 to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsLC Facility Lender its ratable portion thereof.

Commitment Fees. (i) The Borrowers Borrower shall pay to the Administrative Agent (x) for the ratable account of each Bank with a Revolving Credit Lender in accordance with its Pro Rata ShareCommitment, (i) a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with December and on the first such date to occur after the Closing Date, and to but excluding the last day earlier of the Initial Availability Period Maturity Date and the date on which the Aggregate Revolving Commitment shall have been terminated in full, an aggregate commitment fee (and, if applicable, thereafter the "Revolving Commitment Fee") on demand)the daily average amount of the Aggregate Available Revolving Commitment equal to 0.500% per annum for any period that the Consolidated Total Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is greater than or equal to 5.50 to 1.00 and 0.375% per annum for any period that the Consolidated Total Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is less than 5.50 to 1.00. The Revolving Commitment Fee shall be calculated quarterly in arrears. For begin to accrue on and after the avoidance Effective Date and shall cease to accrue on the earlier of doubt, for purposes of computing the Commitment Fee, Maturity Date and the date on which the Aggregate Revolving Credit Commitments shall be deemed to be used have been terminated in full. (ii) The Borrower shall pay to the extent Administrative Agent for the account of each Bank with an Incremental Revolving Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Outstanding Amount Maturity Date and the date on which each Incremental Revolving Commitment of a Bank shall have been terminated in full, the Incremental Commitment Fee for each Incremental Revolving Commitment of such Bank on the daily average amount of each of such Bank's aggregate unutilized Incremental Revolving Commitments. Each Incremental Commitment Fee shall begin to accrue on and after the date when the related Incremental Revolving Commitment shall have become effective hereunder and shall cease to accrue on the earlier of the Revolving Credit Loans Maturity Date and the Outstanding Amount of all L/C Obligationsdate on which such Incremental Revolving Commitment shall have been terminated in full.

Commitment Fees. (i) The Borrowers Borrower shall pay to the Administrative Agent (x) for the ratable account of each Bank with a Revolving Credit Lender in accordance with its Pro Rata ShareCommitment, (i) a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with December and on the first such date to occur after the Closing Date, and to but excluding the last day earlier of the Initial Availability Period Maturity Date and the date on which the Aggregate Revolving Commitment shall have been terminated in full, an aggregate commitment fee (and, if applicable, thereafter the “Revolving Commitment Fee”) on demand)the daily average amount of the Aggregate Available Revolving Commitment equal to 0.500% per annum for any period that the Consolidated Total Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is greater than or equal to 5.50 to 1.00 and 0.375% per annum for any period that the Consolidated Total Leverage Ratio as of the most recent Leverage Ratio Determination Date for such period is less than 5.50 to 1.00. The Revolving Commitment Fee shall be calculated quarterly in arrears. For begin to accrue on and after the avoidance Effective Date and shall cease to accrue on the earlier of doubt, for purposes of computing the Commitment Fee, Maturity Date and the date on which the Aggregate Revolving Credit Commitments shall be deemed to be used have been terminated in full. (ii) The Borrower shall pay to the extent Administrative Agent for the account of each Bank with an Incremental Revolving Commitment, on the last Business Day of each March, June, September and December and on the earlier of the Outstanding Amount Maturity Date and the date on which each Incremental Revolving Commitment of a Bank shall have been terminated in full, the Incremental Commitment Fee for each Incremental Revolving Commitment of such Bank on the daily average amount of each of such Bank’s aggregate unutilized Incremental Revolving Commitments. Each Incremental Commitment Fee shall begin to accrue on and after the date when the related Incremental Revolving Commitment shall have become effective hereunder and shall cease to accrue on the earlier of the Revolving Credit Loans Maturity Date and the Outstanding Amount of all L/C Obligationsdate on which such Incremental Revolving Commitment shall have been terminated in full.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Maturity Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender according to its Ratable Share or other applicable share provided for in accordance with its Pro Rata Sharethis Agreement, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided, however, that solely in connection with determining the portion of the Commitment Fee payable to (x) PNC, the calculation of Revolving Facility Usage shall include the full amount of the outstanding Swing Loans and (y) each Lender other than PNC, the calculation of Revolving Facility Usage shall exclude the outstanding Swing Loans); provided, howeverfurther, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. (a) The Borrowers shall agree to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender Lender, in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, (i) a an unused commitment fee (the “Unused Commitment Fee”) equal to the Applicable Rate Margin for Unused Commitment Fees times the average actual daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on by which the aggregate Revolving Commitments exceeds the sum of such (A) the Outstanding Amount of Revolving Credit Lender shall expire or be terminatedLoans (for the avoidance of doubt, excluding Swing Line Loans) and (B) the “Commitment Fee”)Outstanding Amount of L/C Obligations; provided, however, provided that any Unused Commitment Fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no Unused Commitment Fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Unused Commitment Fee on the Revolving Commitments shall accrue at all times during from the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of Closing Date until the conditions in Article V is not metMaturity Date, and shall be due and payable quarterly in arrears on the last Business Day first calendar day of each March, June, September and December, commencing with the first such date to occur fiscal quarter after the Closing Date, and to but excluding on the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsMaturity Date.

Commitment Fees. The Borrowers Borrower shall pay (i) to the Administrative Agent (x) for the account of each the Revolving Credit Lender in accordance with its Pro Rata Share, (i) A Lenders a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Revolving A Credit Commitment Fee”); provided, howeverfrom and including the Effective Date, in the case of each Person that any Commitment Fee accrued with is a Revolving A Lender as of the Effective Date, and from and including the effective date specified in the Assignment and Assumption pursuant to which it became a Revolving A Lender, in the case of each other Revolving A Lender, until the Termination Date in respect to any of the Revolving A Credit 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 Commitment, payable in arrears, quarterly, as invoiced by the Borrowers so long as such Lender shall be a Defaulting Lender except to Administrative Agent on or before the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provideddate, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each MarchApril, JuneJuly, September October and DecemberJanuary, commencing with the first such date to occur after the Closing DateOctober 31, 2018, and to but excluding on the last day Termination Date in respect of the Initial Availability Period (andRevolving A Credit Commitment, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly at the Applicable Percentage in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount respect of the Revolving Credit Loans Commitment Fees on the actual daily Unused Revolving A Credit Commitment of such Revolving A Lender; provided, however, that outstanding Swing Line Advances shall not constitute usage of the Revolving A Credit Commitments for purposes of calculating the foregoing; and (ii) to the Outstanding Amount Administrative Agent for the account of all L/C Obligationsthe Revolving B Lenders a commitment fee (the “Revolving B Credit Commitment Fee”), from and including the Third Amendment Effective Date, in the case of each Person that is a Revolving B Lender as of the Third Amendment Effective Date, and from and including the effective date specified in the Assignment and Assumption pursuant to which it became a Revolving B Lender, in the case of each other Revolving B Lender, until the Termination Date in respect of the Revolving B Credit Commitment, payable in arrears, quarterly, as invoiced by the Administrative Agent on or before the due date, on the last Business Day of each April, July, October and January, commencing July 31, 2020, and on the Termination Date in respect of the Revolving B Credit Commitment, at the Applicable Percentage in respect of the Revolving Credit Commitment Fees on the actual daily Unused Revolving B Credit Commitment of such Lender.

Commitment Fees. (i) The Borrowers Borrower shall pay to the Administrative Agent (x) Agent, for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Percentage, (i) with respect to each Lender’s Revolving Commitment, a commitment fee (the “Revolving Commitment Fee”) equal to the product of (x) the Applicable Rate times (y) the average actual daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on by which the Aggregate Revolving Commitments exceed the sum of such (A) the Outstanding Amount of Revolving Credit Lender shall expire or be terminatedLoans and (B) (the “Commitment Fee”); providedOutstanding Amount of L/C Obligations, however, that any Commitment Fee accrued with respect subject to any of the Revolving Credit 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 Borrowers so long adjustment as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderprovided in Section 2.15. The Revolving Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding)Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last 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; provided, that (1) no Revolving Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Revolving Commitment Fee accrued with respect to but excluding the last day Commitment of a Defaulting Lender during the Initial Availability Period (and, if applicable, thereafter on demand)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. The Revolving 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. For the avoidance purposes of doubtclarification, Swing Line Loans shall not be considered outstanding for purposes of computing determining the unused portion of the Aggregate Revolving Commitments. (ii) The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, with respect to each Lender’s Delayed Draw Commitment, a commitment fee (the “Delayed Draw Commitment Fee”) equal to the product of (x) the Applicable Rate times (y) the actual daily amount of the aggregate Delayed Draw Term Commitments. The Delayed Draw Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last 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; provided, that (1) no Delayed Draw Commitment Fee shall accrue on the Commitment Fee, Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be deemed to be used a Defaulting Lender and (2) any Delayed Draw Commitment Fee accrued with respect to the extent 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. The Delayed Draw 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. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Outstanding Amount of the Aggregate Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsCommitments.

Commitment Fees. The (a) Bidco will pay or procure the payment by the Borrowers shall pay to the Administrative Facility Agent (x) for the account of each Lenders of a commitment fee on the Revolving Credit Lender in accordance with its Pro Rata Share, Facility and the Bonding Facility which will: (i) a commitment fee equal to be computed at the Applicable Rate times rate which is the average daily unused lower of (A) 0.75% per annum and (B) 50% of the applicable Margin, on the daily, undrawn, uncancelled amount of the total Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which total Bonding Commitments (as the Commitments of such Revolving Credit Lender shall expire or be terminatedcase may be) (from the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding Completion Date until the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount respect of the Revolving Credit Loans Facility or the Bonding Facility (as the case may be); and (ii) be payable quarterly in arrears and on the Revolving Facility Maturity Date or the Bonding Facility Maturity Date (as the case may be) and the Outstanding Amount cancelled amount of the relevant Lender’s Revolving Commitment or Bonding Commitment (as the case may be) at the time cancellation is effective. (b) Bidco will pay or procure the payment by the Borrowers to the Facility Agent for the account of the Lenders of a commitment fee on the Term Facilities which will: (i) be computed as follows: (A) subject to paragraph (B) below, for the period commencing on the earlier of (1) the date on which all L/C Obligationsthe conditions precedent referred to in Clause 4.1 (Initial Conditions Precedent) other than the condition set out in paragraph 11 (Consents and Filings) of Part B of Schedule 3 (Acquisition Documentary Conditions Precedent) have been satisfied and (2) 30 September 2005 and ending on the Completion Date at the rate of 0.50% per annum; (B) if the Completion Date has not occurred by 30 September 2005, for the period commencing from 30 September 2005 and ending on the Completion Date, at the rate of 50% of the applicable Margin; and (C) for the period commencing from the Completion Date and ending on the last day of the Availability Period for the relevant Term Facility, at the rate of 0.50% per annum, in each case, on the daily, undrawn, uncancelled amount of the total Commitments for the relevant Term Facility; and (ii) be payable as follows: (A) in the case of the commitment fees payable pursuant to paragraphs (i)(A) and (B) above, on the Completion Date; (B) in the case of the commitment fee payable pursuant to paragraph (i)(C) above, quarterly in arrear and on the last day of the Availability Period for the relevant Term Facility; and (C) in any event, on the cancelled amount of the relevant Lender’s Commitment for the relevant Term Facility at the time the cancellation is effective or if later, the Completion Date. (c) The commitment fees payable under this Clause 10.1 (Commitment Fees) will each accrue from day to day and will be calculated on the basis of a 360 day year and the actual number of days elapsed. No commitment fees shall be payable in the event that the Completion Date does not occur.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of: (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender’s Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, howeverfurther, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); ) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) times the average daily difference between the amount of (i) the Revolving Credit Commitments, and (ii) the Revolving Facility Usage (and for purposes of this computation, Swing Loans shall be deemed to be borrowed amounts under PNC Bank’s Revolving Credit Commitment) provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments Commitment of a Defaulting Non-Complying Lender during the period prior to the time such Lender became a Defaulting Non-Complying Lender and unpaid at such time shall not be payable by the Borrowers Borrower so long as such Lender shall be a Defaulting Non-Complying Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Non-Complying Lender so long as such Lender shall be a Defaulting Non-Complying Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date or the Term Loan Draw Expiration Date, as applicable, the Borrower agrees to pay to the Administrative Agent (x) in Dollars for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) equal to: (i) in the case of Revolving Credit Commitments, the Applicable Commitment Fee Rate (computed on the basis of a year of 360 days and actual days elapsed) times the average daily difference between the amount of (A) the Revolving Credit Commitments (for purposes of this computation, PNC Bank’s Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment, but only to the extent any Swing Loans are then outstanding) and (B) the Revolving Facility Usage; and (ii) in the case of Term Loan Commitments, 0.25% per annum (computed on the basis of a year of 360 days and actual days elapsed) times the Term Loan Commitments for each day after the Closing Date until the earlier of (A) the date upon which the Term Loans are made or (B) the Term Loan Draw Expiration Date; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no 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. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Lender, as consideration for such ▇▇▇▇▇▇’s Revolving Credit Lender in accordance with its Pro Rata ShareCommitment hereunder, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) on the average daily difference between the amount of (a) such Lender’s Revolving Credit Commitment as the same may be constituted from time to time and (b) such Lender’s Revolving Exposure (for purposes of this computation, Swing Loans shall not be deemed to be borrowed amounts under its Revolving Credit Commitment); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Accruing for each day from the Closing Date until the Expiration Date (and without regard to whether the conditions to making Revolving Credit Loans are then met), the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); ) in Dollars, equal to the Applicable Margin for Commitment Fee for such day (computed on the basis of a year of 360 days and actual days elapsed) multiplied by the difference for such day between the amount of (a) the Revolving Credit Commitments minus (b) the Revolving Facility Usage (provided, however, that any solely in connection with determining the share of each Lender in the Commitment Fee accrued Fee, the Revolving Facility Usage with respect to any the portion of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee allocated to PNC shall otherwise have been due include the full amount of the outstanding Swingline Loans, and payable with respect to the portion of the Commitment Fee allocated by the Borrowers prior Administrative Agent to such time; provided, further, that no Commitment Fee shall accrue on any all of the Commitments of a Defaulting Lender so long as Lenders other than PNC, such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more portion of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For (according to each such Lender’s Ratable Share) as if the avoidance of doubtRevolving Facility Usage excludes the outstanding Swingline Loans); provided, for purposes of computing the Commitment Fee, Revolving Credit Commitments that no Defaulting Lender shall be deemed entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be used required to pay any such Commitment Fee that otherwise would have been required to have been paid to that Defaulting Lender). Subject to the extent of proviso in the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of directly preceding sentence, all L/C ObligationsCommitment Fees shall be payable in arrears on each Payment Date.

Commitment Fees. (a) The Borrowers shall Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, (i) a commitment fee equal to fee, which shall accrue at the Applicable Rate times rate of 0.5% per annum on the average daily unused amount of the Available Revolving Credit Commitment of such Lender during the period from and including March 16, 2007 to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Credit Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Credit Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Credit Commitments terminate, commencing on the last day of June 2007; provided that any commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Credit Loans on the average daily amount of such Revolving Credit Lender Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the preceding quarter (or other period commencing with from and including the Closing Effective Date or ending with to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the applicable Revolving Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit Maturity Date or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the last day of June 2007; provided that all such fees shall be payable on the date on which the Commitments of terminate and any such Revolving Credit Lender fees accruing after the date on which the Commitments terminate shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect payable on demand. Any other fees payable to any of Issuing Bank pursuant to this paragraph shall be payable within 15 days after demand. All participation fees and fronting fees shall be computed on the Revolving Credit Commitments basis 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any year of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, 360 days and shall be due and payable quarterly in arrears on for the last Business Day actual number of each March, June, September and December, commencing with days elapsed (including the first such date to occur after the Closing Date, and to day but excluding the last day of day). (c) The Borrower agrees to pay to the Initial Availability Period Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. (and, if applicable, thereafter on demand). The Commitment Fee d) All fees payable hereunder shall be calculated quarterly paid on the dates due, in arrears. For the avoidance of doubtimmediately available funds, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent Administrative Agent (or to any Issuing Bank, in the case of fees payable to it) for distribution, in the Outstanding Amount case of commitment fees and participation fees, to the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsLenders entitled thereto. Fees paid shall not be refundable under any circumstances.

Commitment Fees. The Borrowers Company shall pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Revolving Credit Percentage, (i) a commitment fee (the “Revolver Commitment Fee”) in Dollars equal to the Applicable Rate with respect to the “Revolver Commitment Fee” (as specified in the definition of “Applicable Rate”) times the average actual daily unused amount of by which the Revolving Credit Commitments Facility exceeds the sum of such (i) the Outstanding Amount of Revolving Credit Lender during Loans and (ii) the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments Outstanding Amount of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of L/C Obligations under the Revolving Credit Commitments Facility, subject to adjustment as provided in Section 2.18. For the avoidance of a Defaulting Lender during doubt, the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Outstanding Amount of Swing Line Loans shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any counted towards or considered usage of the Aggregate Revolving Credit Commitments for purposes of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermining the Revolver Commitment Fee. The Revolver Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any for the Revolving Credit Loans or L/C Obligations remain outstanding)Facility, including at any time during which one or more of the conditions in Article V 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 2021 Refinancing Amendment Effective Date, and to but excluding on the last day of the Initial Availability Period (and, if applicable, thereafter on demand)for the Revolving Credit Facility. The Revolver Commitment Fee shall be calculated quarterly in arrears. For , and if there is any change in the avoidance of doubtApplicable Rate during any quarter, for purposes of computing the Commitment Fee, Revolving Credit Commitments actual daily amount shall be deemed to be used to computed and multiplied by the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsApplicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) in Dollars for the account of each Lender, as consideration for such Lender’s Revolving Credit Lender in accordance with Commitment hereunder according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments (for purposes of this computation, PNC Bank’s Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no 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. The All Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees shall be due and payable quarterly in arrears on the last Business Day first day of each MarchJanuary, JuneApril, September July and December, commencing with the first such date to occur October after the Closing Datedate hereof for the immediately preceding quarter, the date of each reduction of the Revolving Credit Commitments, and to but excluding on the last day Expiration Date or upon acceleration of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrearsLoans. For the avoidance of doubt, for purposes of computing the Commitment Feethis computation, Revolving Credit Commitments PNC Bank’s outstanding Swing Loans shall be deemed to be used to the extent of the Outstanding Amount of the borrowed amounts under its Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsCommitment.

Commitment Fees. The Borrowers shall pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, (i) a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender; provided, further, that for purposes of this clause (a) any Swingline Loan shall not be considered when calculating such average daily unused amount of the Revolving Credit Commitments. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments (for purposes of this computation, PNC’s Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no 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. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall (i) U.S. Borrower agrees to pay to the Administrative Agent for pro rata distribution to each Non-Defaulting Lender having a Dollar Revolving Commitment (x) for the account of each Revolving Credit Lender in accordance with based on its Dollar Revolver Pro Rata Share, (i) a commitment fee in Dollars (the “Dollar Commitment Fee”) for the period commencing on the Initial Borrowing Date to and including the Revolver Termination Date or the earlier termination of the Dollar Revolving Commitments (and, in either case, repayment in full of the Dollar Revolving Loans and payment in full, or cash collateralization (by the deposit of cash into the Collateral Account or otherwise) in amounts and pursuant to arrangements satisfactory to Administrative Agent and the applicable Facing Agent, of the Dollar LC Obligations), computed at a rate equal to the Applicable Rate times Commitment Fee Percentage per annum on the average daily unused amount Total Available Dollar Revolving Commitment (with the Available Dollar Revolving Commitment of the Revolving Credit Commitments each Lender determined without reduction for such Lender’s Dollar Revolver Pro Rata Share of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit U.S. Swing Line Loans or L/C Obligations remain outstanding). Unless otherwise specified, including at any time during which one or more of the conditions in Article V is not met, and accrued Dollar Commitment Fees shall be due and payable quarterly in arrears (i) on each Quarterly Payment Date, (ii) on the last Business Day of each March, June, September Dollar Revolver Termination Date and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day (iii) upon any reduction or termination in whole or in part of the Dollar Revolving Commitments (but only, in the case of a reduction, on the portion of the Dollar Revolving Commitments then being reduced); (ii) European Borrower agrees to pay to Administrative Agent for pro rata distribution to each Non-Defaulting Lender having a Euro Revolving Commitment (based on its Euro Revolver Pro Rata Share) a commitment fee in Dollars (the “Euro Commitment Fee”) for the period commending on the Initial Availability Period Borrowing Date to and including the Revolver Termination Date or the earlier termination of the Euro Revolving Commitments (and, if applicablein either case, thereafter repayment in full of the Euro Revolving Loans and payment in full, or collateralization (by the deposit of cash into the Collateral Account or otherwise) in amounts and pursuant to arrangements satisfactory to Administrative Agent and the applicable Facing Agent, of the Euro LC Obligations), computed at a rate equal to the Applicable Commitment Fee Percentage per annum on demandthe average daily Total Available Euro Revolving Commitment (with the Available Euro Revolving Commitment of each Lender determined without reduction for such Lender’s Euro Revolver Pro Rata Share of European Swing Line Loans outstanding). The Unless otherwise specified, accrued Euro Commitment Fees shall be due and payable (i) on each Quarterly Payment Date, (ii) on the Revolver Termination Date and (iii) upon any reduction or termination in whole or in part of the Euro Revolving Commitments (but only, in the case of a reduction, on the portion of the Euro Revolving Commitments then being reduced). (iii) Canadian Borrower agrees to pay to Canadian Administrative Agent for pro rata distribution to each Non-Defaulting Lender having a Canadian Revolving Commitment (based on its Canadian Revolver Pro Rata Share) a commitment fee in Canadian Dollars (the “Canadian Commitment Fee”) for the period commencing on the Initial Borrowing Date to and including the Canadian Revolver Termination Date or the earlier termination of the Canadian Revolving Commitments (and, in either case, repayment in full of the Canadian Revolving Loans), computed at a rate equal to the Applicable Commitment Fee Percentage per annum on the average daily Total Available Canadian Revolving Commitment. Unless otherwise specified, accrued Canadian Commitment Fees shall be calculated quarterly due and payable in arrears. For arrears (i) on each Quarterly Payment Date, (ii) on the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent Canadian Revolver Termination Date and (iii) upon any reduction or termination in whole or in part of the Outstanding Amount Canadian Revolving Commitments (but only, in the case of a reduction, on the portion of the Canadian Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsCommitments then being reduced).

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender’s Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, however, further that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) equal to Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the daily difference between the amount of (i) the Revolving Credit Commitments and (ii) the Dollar Equivalent amount of the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender’s Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, howeverfurther, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the provisos in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsU.S. Dollars.

Commitment Fees. The Borrowers Borrower shall pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, (i) a commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender (other than the Swing Line Commitment) during the preceding quarter (or other period commencing with and including the Closing Date date hereof or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For , and if there is any change in the avoidance of doubtApplicable Rate during any quarter, for purposes of computing the Commitment Fee, Revolving Credit Commitments actual daily amount shall be deemed to be used to computed and multiplied by the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsApplicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fees. (A) The Borrowers shall Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to the Administrative Agent (x) Foreign Trade Facility Agent, for the account of each Revolving Credit Lender in accordance with its Pro Rata Sharea Participation FCI Commitment, (i) a commitment fee equal to (the “Participation FCI Commitment Fee”) which shall accrue at the Applicable Rate times on the average daily unused amount of the Revolving Credit Commitments each Participation FCI Commitment of such Revolving Credit Lender during the preceding quarter (or other period commencing with from and including the Closing Funding Date or ending with to but excluding the applicable Revolving Credit Maturity Date or the date on which the Participation FCI Commitments of such Revolving Credit Lender shall expire or be terminated) (the “terminate. Accrued Participation FCI Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender Fees shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable paid quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember of each year and on the date on which the Participation FCI Commitments terminate, commencing with on the first such date to occur after the Closing Funding Date. Participation FCI Commitment Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (B) The Parent Borrower agrees to pay (or to cause a Foreign Subsidiary Borrower to pay) to each Bilateral FCI Issuing Lender, a commitment fee (the “Bilateral FCI Commitment Fee”) which shall accrue at the Applicable Rate (or such other rate as may be agreed in writing from time to time between the Parent Borrower and the applicable Bilateral FCI Issuing Lender) on the average daily unused amount of the Bilateral FCI Issuing Commitment of such Bilateral FCI Issuing Lender during the period from and including the Funding Date to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter date on demand)which such Bilateral FCI Issuing Commitment terminates. The Accrued Bilateral FCI Commitment Fee Fees shall be calculated paid quarterly in arrearsarrears on the last Business Day of March, June, September and December of each year and on the date on which the Bilateral FCI Issuing Commitments terminate, commencing on the first such date to occur after the Funding Date. For the avoidance of doubt, for purposes of computing the Bilateral FCI Commitment Fee, Revolving Credit Commitments Fees shall be deemed to computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be used to payable for the extent actual number of days elapsed (including the Outstanding Amount of first day but excluding the Revolving Credit Loans and the Outstanding Amount of all L/C Obligationslast day).

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) in Dollars for the account of each Lender, as consideration for such Lender’s Revolving Credit Lender in accordance with Commitment hereunder according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee (the "Commitment Fee") equal to the Applicable Commitment Fee Rate times (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily unused difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of such Revolving Credit each Lender during in the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender's Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, howeverfurther, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Accruing from the Effective Date until the Expiration Date, the Borrowers shall agree to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) equal to the applicable Commitment Fee as set forth in the definition of Applicable Margin (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the daily difference between the amount of (i) the Revolving Credit Commitments (for purposes of this computation, U.S. Dollar Swing Loans shall be deemed to be borrowed amounts under the U.S. Dollar Swing Loan Lender’s Revolving Credit Commitment and Alternative Currency Swing Loans shall be deemed to be borrowed under the Alternative Currency Swing Loan Lender’s Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees shall be due and payable quarterly in arrears on the last Business Day first day of each March, June, September and December, commencing calendar quarter with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used respect to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligationsprevious calendar quarter.

Commitment Fees. (a) The Borrowers shall Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender Lender, in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, (i) a an unused commitment fee (the “Unused Commitment Fee”) equal to the Applicable Rate Margin for Unused Commitment Fees times the average actual daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on by which the aggregate Revolving Commitments exceeds the sum of such (A) the Outstanding Amount of Revolving Credit Lender shall expire or be terminatedLoans (for the avoidance of doubt, excluding Swing Line Loans) and (B) the “Commitment Fee”)Outstanding Amount of L/C Obligations; provided, however, provided that any Unused Commitment Fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee such commitment fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; and provided, further, that no Unused Commitment Fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Unused Commitment Fee on the Revolving Commitments shall accrue at all times during from the Initial Availability Period (and thereafter so long as any Closing Date until the Maturity Date for the Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not metLoans, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the last Business Day of the first such date to occur full fiscal quarter after the Closing Date, and to but excluding on the last day of Maturity Date for the Initial Availability Period (and, if applicable, thereafter on demand)Revolving Loans. The Unused Commitment Fee shall be calculated quarterly in arrears. For , and if there is any change in the avoidance of doubtApplicable Margin during any quarter, for purposes of computing the Commitment Fee, Revolving Credit Commitments actual daily amount shall be deemed to be used to computed and multiplied by the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsApplicable Margin separately for each period during such quarter that such Applicable Margin was in effect.

Commitment Fees. The Accruing from the Closing Date until the Expiration Date, the Borrowers shall agree to pay to the Administrative Agent (x) in Dollars for the account of each Bank, as consideration for such Bank’s Revolving Credit Lender in accordance with its Pro Rata ShareCommitment hereunder, a nonrefundable commitment fee (the “Commitment Fee”), calculated on a per annum (365 or 366 days, as appropriate, and actual days elapsed) basis under the Pricing Grid, on the average daily difference between the amount of (i) a commitment fee equal such Bank’s Revolving Credit Commitment as the same may be constituted from time to time and (ii) the Applicable Rate times the average daily unused principal amount of such Bank’s Ratable Share of Revolving Facility Usage, in each case, as determined for the Revolving Credit Commitments of such Revolving Credit Lender during the immediately preceding fiscal quarter (or other shorter period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”Expiration Date); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments Commitment of a Defaulting Lender Bank during the period prior to the time such Lender Bank became a Defaulting Lender Bank and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be Bank is a Defaulting Lender Bank except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of the Commitments Revolving Credit Commitment of a Defaulting Lender Bank so long as such Lender Bank is a Defaulting Bank. All Commitment Fees shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last first Business Day of each MarchOctober, JuneJanuary, September April and December, commencing with July for the first such date to occur after immediately preceding quarter and on the Closing Date, and to but excluding the last day Expiration Date or upon acceleration of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrearsNotes. For the avoidance of doubt, for purposes of computing the Commitment Feethis computation, Revolving Credit Commitments PNC Bank’s outstanding Swing Loans shall be deemed to be used to the extent of the Outstanding Amount of the borrowed amounts under its Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsCommitment.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) in Dollars for the account of each Lender, as consideration for such Lender’s Revolving Credit Lender in accordance with its Pro Rata ShareCommitment hereunder, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); ) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) on the average daily difference between the amount of (i) such Lender’s Revolving Credit Commitment as the same may be constituted from time to time (for purposes of this computation, PNC Bank’s Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment) and (ii) the sum of such Lender’s Revolving Credit Loans outstanding plus its Ratable Share of Letters of Credit Outstanding, provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no 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. The For the purpose of calculating the Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as set forth in this Section 2.4, amounts of any Revolving Credit Loans or L/C Obligations remain outstanding), including at outstanding and/or Letters of Credit Outstanding which are denominated in any time during which one or more of the conditions in Article V is not met, and Optional Currency shall be due and converted to the Dollar Equivalent. Subject to the provisos in the first sentence of this section, all Commitment Fees shall be payable quarterly in arrears on the last Business Day first day of each MarchJuly, JuneOctober, September January and December, commencing with the first such date to occur April after the Closing Date, date hereof and to but excluding on the last day Expiration Date or upon acceleration of the Initial Availability Period (and, if applicable, thereafter on demand)Loans. The All Commitment Fee Fees shall be calculated quarterly payable in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsU.S. Dollars.

Commitment Fees. The Borrowers Company shall pay to the Administrative Agent (x) for the account of each Bank a commitment fee on the average daily unused portion of such Bank's Revolving Credit Lender Commitment, computed on a quarterly basis in accordance with its Pro Rata Sharearrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Agent, equal to the Commitment Fee Percentage. For purposes of calculating utilization under this subsection, (i) the Aggregate Revolving Commitment shall be deemed used to the extent of the Effective Amount of all Revolving Loans and L/C Obligations, and (ii) with respect to the Revolving Commitment of the Swingline Bank, the making of any Swingline Loan shall not be considered a use of a portion of such Swingline Bank's Revolving Commitment. Such commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including shall accrue from the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with on the first such day 45 53 after this Agreement is executed by the Company through the Revolving Termination Date, with the final payment to be made on the Revolving Termination Date; provided that, in connection with any reduction or termination of the Aggregate Revolving Commitment pursuant to Section 2.7 or Section 2.9, the accrued commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the next succeeding quarterly payment being calculated on the basis of the period from the reduction or termination date to occur such quarterly payment date. The commitment fees provided in this subsection shall accrue at all times after the Closing Dateabove-mentioned commencement date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly including at any time during which one or more conditions in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsArticle V are not met.

Commitment Fees. The Borrowers shall Subject to Section 2.21, (i) in consideration of the Revolving Commitments, the Borrowers, jointly and severally, agree to pay to the Administrative Agent (x) Agent, for the account ratable benefit of each the Revolving Credit Lender in accordance with its Pro Rata ShareLenders, (i) a commitment fee (the “Revolving Commitment Fee”) at a per annum rate equal to the Applicable Rate times Margin for the average Commitment Fees on the daily unused amount of the Revolving Credit Commitments of such Commitments, which Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue will commence accruing on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day (ii) in consideration of the Initial Availability Period Term Loan Commitments, the Borrowers, jointly and severally, agree to pay to the Administrative Agent, for the ratable benefit of the Initial Term Loan Lenders, a commitment fee (andthe “Initial Term Loan Commitment Fee”, if applicableand together with the Revolving Commitment Fee, thereafter collectively, the “Commitment Fees”) at a per annum rate equal to the Applicable Margin for the Commitment Fees on demand)the daily unused amount of the Initial Term Loan Commitments, which Initial Term Loan Commitment Fee will commence accruing on the date that is two months after the Closing Date. The Commitment Fee Fees shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing computation of the Revolving Commitment Fee, Revolving Credit Commitments LOC Obligations shall be deemed to be used to the extent of the Outstanding Amount considered usage of the Revolving Credit Commitments but Swingline Loans and shall not be considered usage of the Outstanding Amount Revolving Commitments. The Commitment Fees shall be payable quarterly in arrears on the fifteenth day following the last day of all L/C Obligationseach calendar quarter.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments (for purposes of this computation, the Swing Loan Lender’s Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall pay to the Administrative Agent (x) Agent, for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Percentage, (i) a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) in an amount equal to the Applicable Fee Rate times the average daily amount by which the Revolving Credit Commitment of such Revolving Credit Lender exceeds the Revolving Credit Exposure of such Revolving Credit Lender (excluding when calculating such Revolving Credit Exposure, the aggregate Outstanding Amount of Swingline Loans and/or Swingline Participations and the aggregate Outstanding Amount of Protective Advances and/or Protective Advance Participations of such Revolving Credit Lender); provided, however, provided that any Commitment Fee commitment fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender Lender, except to the extent that the Commitment Fee such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided, further, that no Commitment Fee commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee commitment feesCommitment Fees shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding)Period, including at any time during which one or more of the conditions in Article V 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day tenth calendar day after the end of each March, June, September and DecemberDecember in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the Closing Date, and to but excluding on the last day of the Initial Availability Period (and, if applicable, thereafter on demand)Period. The Commitment Fee commitment feesCommitment Fees shall be calculated quarterly in arrears. For , and if there is any change in the avoidance of doubtApplicable Fee Rate during any quarter, for purposes of computing the Commitment Fee, Revolving Credit Commitments actual daily amount shall be deemed to be used to computed and multiplied by the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsApplicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect.

Commitment Fees. The Borrowers Borrower shall pay to the Administrative Agent (x) for the account of each Revolving Credit Lender with a 2020 Loan Commitment in accordance with its Pro Rata ShareApplicable Percentage (based on its 2020 Loan Commitment and 2020 Loans), (i) a commitment fee (the “2020 Commitment Fee”) equal to the Applicable Rate times the average actual daily unused amount by which the aggregate of the Revolving Credit 2020 Loan Commitments exceed the Outstanding Amount of 2020 Loans. The Borrower shall pay to the Administrative Agent for the account of each Lender with a Commitment in respect of Committed Loans in accordance with its Applicable Percentage (based on such Revolving Credit Lender during Commitment and Committed Loans), a commitment fee (the preceding quarter (or other period commencing “Original Commitment Fee”; together with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (2020 Commitment Fee, the “Commitment Fee”); provided, however, that any ) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments (excluding 2020 Loan Commitments) exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations. The 2020 Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Original Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding)applicable thereto, including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last tenth Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the Closing Date or the Amendment No. 1 Effective Date, and to but excluding the last day of the Initial Availability Period (and, if as applicable, thereafter and on demand)the Maturity Date therefor. The applicable Commitment Fee shall be calculated quarterly in arrears. For , and if there is any change in the avoidance of doubtApplicable Rate therefor during any quarter, for purposes of computing the Commitment Fee, Revolving Credit Commitments actual daily amount shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans computed and the Outstanding Amount of all L/C Obligationsmultiplied by such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee (the "Commitment Fee") equal to the Applicable Commitment Fee Rate times (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily unused difference between the amount of (i) the Revolving Credit Commitments and (ii) the Dollar Equivalent amount of the Revolving Credit Commitments Facility Usage (provided however, that solely in connection with determining the share of such Revolving Credit each Lender during in the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender's Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, howeverfurther, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the provisos in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsU.S. Dollars.

Commitment Fees. (i) The Borrowers Borrower shall pay to the Administrative Agent (x) for the account of each the Non-rollup Revolving Credit Lenders a commitment fee, from the date hereof in the case of each such Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in accordance with its Pro Rata Sharethe case of each other such Lender until the Termination Date, (i) a commitment fee equal to payable in arrears on the Applicable Rate times Effective Date, thereafter monthly on the first day of each month and on the Termination Date, at the rate of 1.5% per annum on the average daily unused amount portion of the Unused Non-rollup Revolving Credit Commitments Commitment of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)Lender; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. . (ii) The Commitment Fee Borrower shall accrue at all times during pay to the Initial Availability Period (and thereafter so long as any Administrative Agent for the account of the Rollup Revolving Credit Loans or L/C Obligations remain outstanding)Lenders a commitment fee, including at any time during from the Final Term AdvanceEffective Date in the case of each such Initial Lender and (if such date is later than the Final Term AdvanceEffective Date) from the effective date specified in the Assignment and Acceptance pursuant to which one or more it became a Lender in the case of each other such Lender until the conditions in Article V is not metTermination Date, and shall be due and payable quarterly in arrears on the last Business Day Effective Date, thereafter monthly on the first day of each March, June, September and December, commencing with the first such date to occur month ending after the Closing Effective Date and on the Termination Date, and to but excluding at the last day rate of 1.51.0% per annum on the average daily unused portion of the Initial Availability Period (andUnused Rollup Revolving Credit Commitment of such Lender; provided, if applicablehowever, thereafter that no commitment fee shall accrue on demand). The Commitment Fee any of the Commitments of a Defaulting Lender so long as such Lender shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligationsa Defaulting Lender.

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Borrowers shall agree to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee (the "Commitment Fee") equal to the Applicable Commitment Fee Rate times (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily unused difference between the amount of (i) the Revolving Credit Commitments and (ii) the amount of such the Dollar Equivalent Revolving Credit Facility Usage (provided however, that solely in connection with determining the share of each Lender during in the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”, the Dollar Equivalent Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender's Ratable Share) as if the Dollar Equivalent Revolving Facility Usage excludes the outstanding Swing Loans); provided, howeverfurther, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees shall be due and payable quarterly in arrears on each Payment Date and 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 to but excluding the last day Expiration Date or upon acceleration of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligationsin U.S. Dollars.

Commitment Fees. (a) The Borrowers shall Company agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender Lender, in accordance with its Pro Rata ShareDollars, commitment fees (i) “Commitment Fees”), computed on a commitment fee daily basis of a year of 365 or 366 days, as the case may be, at a rate per annum equal to the Applicable applicable Commitment Fee Rate times from time to time in effect from the Closing Date until the Revolving Credit Termination Date, on the daily average daily unused amount of the Revolving Credit Commitments Commitment of such Lender (taking into account all Conventional Revolving Credit Lender during the preceding quarter (or other period commencing with Loans, Discretionary Revolving Loans and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments Alternate Currency Loans of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears outstanding on the last Business Day of each March, June, September and December, commencing with the first dates covered by such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demandcalculation). The Each such Commitment Fee shall be calculated quarterly payable on or before the 15th day following each Quarterly Date and on the Revolving Credit Termination Date or on such earlier date as the relevant Commitment of such Lender shall terminate pursuant to the terms of this Agreement. (b) For purposes of determining the unused portion of each Lender’s Revolving Commitment solely in arrears. order to calculate the Commitment Fee under Section 4.03(a), the equivalent in Dollars of each Eurocurrency Loan outstanding to such Lender in an Alternate Currency, as determined in accordance with Section 2.07 (provided that the calculation shall be made two Business Days prior to the Borrowing Date with respect to such Loan, rather than at the date specified in Section 2.07) shall be the amount of such Lender’s Revolving Commitment used in connection with such Loan, and no further adjustments shall be made with respect to the unused portion of such Lender’s Revolving Commitment based upon fluctuations thereafter in the value of the Alternate Currency of such Loan. (c) For the avoidance of doubt, for purposes of computing the Commitment FeeFees with respect to Revolving Commitments, a Revolving Credit Commitments Commitment of a Lender shall be deemed to be used to the extent of the Outstanding Amount LC Exposure of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligationssuch Lender.

Commitment Fees. The Borrowers shall Accruing from the Closing Date until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments (for purposes of this computation, PNC’s Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Initial Borrowers, jointly and severally, agree to pay to the Administrative Agent (x) for the account of each Revolving Lender (including, any portion thereof when the Lenders may not extend any Credit Lender in accordance with its Pro Rata ShareExtensions by reason of the inability of the Borrowers to satisfy any condition of Section 6.1 or 6.2), (i) for each day during the period commencing on the FirstSecond Amendment Effective Date until but excluding the Commitment Termination Date, a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) to each Lender on the unused portion of its Credit Commitment Amount on such day at the rate per annum determined in accordance with the following procedure; provided, however, provided that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender for each day during the period prior commencing on the FirstSecond Amendment Effective Date and continuing through and including the six month anniversary of the FirstSecond Amendment Effective Date, the Commitment Fee shall be not lower than the rate set forth in Pricing Level III; provided further that, the making of Swing Line Loans shall not constitute usage of the Commitment for purposes of calculating Commitment Fees to be paid by the Borrowers to the Lenders: (1) If the Pricing Level set forth opposite the Leverage Ratio is the same as the Pricing Level set forth opposite the applicable Credit Rating, then the Commitment Fee for that Pricing Level shall be the Commitment Fee. (2) If the Pricing Level set forth opposite the Leverage Ratio differs by one Pricing Level from the Pricing Level set forth opposite the applicable Credit Rating, then the Commitment Fee for the lower numbered Pricing Level of the two shall be the Commitment Fee. (3) If the Pricing Level set forth opposite the Leverage Ratio differs by more than one Pricing Level from the Pricing Level set forth opposite the applicable Credit Rating, then the Commitment Fee shall be determined by reference to the Pricing Level that is numerically one Pricing Level below the higher numbered of the two applicable Pricing Levels. Level I Higher than or equal to BBB+ or Baa1 Less than .50 0.125% Level II BBB or Baa2 Greater than or equal to .50, but less than 1.00 0.150% Level III BBB- or Baa3 Greater than or equal to 1.00, but less than 2.00 0.200% Level IV BB+ or Ba1 Greater than or equal to 2.00, but less than 3.00 0.2750.250% Level V Lower than or equal to BB or Ba2 Greater than or equal to 3.00, but less than 3.503.00 0.3250.350% Level VI Lower than or equal to BB- or Ba3 Greater than or equal to 3.50 0.375% Such Commitment Fee shall be determined from time such Lender became a Defaulting Lender to time by the Administrative Agent and unpaid at such time shall not be payable by the Initial Borrowers in arrears on each Quarterly Payment Date and on the Commitment Termination Date. If the Credit Ratings assigned by S&P and ▇▇▇▇▇’▇ fall into different Pricing Levels, then the applicable Pricing Level shall be determined by reference to the lower of the two Credit Ratings. Subject to Section 4.4, the applicable Leverage Ratio shall be the Leverage Ratio for the Fiscal Period most recently ended prior to such day for which financial statements and reports have been received by the Administrative Agent pursuant to Section 8.1.1(a) or (b), as set forth in (and effective upon delivery by Micro to the Administrative Agent of) the related new Compliance Certificate pursuant to Section 8.1.1(d). Notwithstanding the foregoing, (a) for so long as such Lender an Event of Default has occurred and is continuing the applicable Pricing Level shall be Level VIV and (b) if Micro shall fail to deliver a Defaulting Lender except Compliance Certificate required to be delivered pursuant to Section 8.1.1(d) within 60 days after the end of any of its fiscal quarters (or within 90 days, in the case of the last fiscal quarter of its Fiscal Year), the applicable Pricing Level from and including the 61st (or 91st, as the case may be) day after the end of such fiscal quarter (or Fiscal Year, as the case may be) to but not including the date Micro delivers to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of Administrative Agent a Defaulting Lender so long as such Lender quarterly Compliance Certificate shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsLevel VIV.

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Borrowers shall agree to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee (the "Commitment Fee") equal to the Applicable Commitment Fee Rate times (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily unused difference between the amount of (i) the Revolving Credit Commitments as adjusted from time to time and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of such Revolving Credit each Lender during in the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender's Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, howeverfurther, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. (a) The Borrowers Borrower shall pay to the Administrative Agent (x) for the account of pro rata distribution to each Revolving Credit Lender in accordance with (based on its Revolving Loan Pro Rata Share, (i) a commitment fee (the "Revolving Loan Commitment Fee") for the period commencing on the Closing Date to the Revolver Termination Date or the earlier termination of the Revolving Loan Commitments, computed at a rate equal to the Applicable Rate times 1/2 of 1% per annum on the average daily unused amount portion of the aggregate Revolving Loan Commitments of the Revolving Credit Commitments of such Revolving Credit Lender during Lenders in effect at the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)time under this Agreement; provided, however, that any solely for purposes of computing Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; providedFees, furtherall outstanding Swing Line Loans, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including and F▇▇▇▇▇▇▇ L/C Obligations shall at any time during which one or more all times be deemed to be an unused portion of the conditions aggregate Revolving Loan Commitments. (b) The Borrower shall pay to the Agent for pro rata distribution to each Supplemental Revolving Lender (based on its Supplemental Revolving Loan Pro Rata Share) a commitment fee (the "Supplemental Revolving Loan Commitment Fee") for the period commencing on the Restatement Date to the Supplemental Revolver Termination Date or the earlier termination of the Supplemental Revolving Loan Commitments, computed at a rate equal to 1/2 of 1% per annum on the average daily unused portion of the aggregate Supplemental Revolving Loan Commitments of the Supplemental Revolving Lenders in Article V is not meteffect at the time under this Agreement. (c) Unless otherwise specified herein, accrued Revolving Loan Commitment Fees and Supplemental Revolving Loan Commitment Fees payable under Sections 3.7(a) and (b) shall be due and payable (i) quarterly in arrears on the last Business Day Quarterly Payment Dates of each Marchyear, June, September (ii) on the Revolver Termination Date and December, commencing with the first such date to occur after the Closing Supplemental Revolver Termination Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly iii) upon any reduction or termination in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount whole or in part of the Revolving Credit Loans Loan Commitments or Supplemental Revolving Loan Commitments. The Revolving Loan commitment Fees and Supplemental Revolving Loan Commitment Fees shall be computed on the Outstanding Amount basis of all L/C Obligationsa year consisting of 360 days and actual days elapsed.

Commitment Fees. The Borrowers Borrower shall pay to the Administrative Agent for pro rata distribution to each Non-Defaulting Lender having a Domestic Revolving Commitment (x) for the account of each Revolving Credit Lender in accordance with based on its Domestic Revolver Pro Rata Share, ) and/or a Multicurrency Revolving Commitment (ibased on its Multicurrency Revolver Pro Rata Share) a commitment fee (the "COMMITMENT FEE") for the period commencing on the Initial Borrowing Date to and including the Revolver Termination Date or the earlier termination of the Domestic Revolving Commitments and/or Multicurrency Revolving Commitments, as the case may be (and, in either case, repayment in full of the Domestic Revolving Loans and Multicurrency Revolving Loans and payment in full, or cash collateralization by the deposit of cash into the Collateral Account in amounts and pursuant to arrangements satisfactory to Administrative Agent, of the LC Obligations), computed at a rate equal to the Applicable Rate times Commitment Fee Percentage per annum on the average daily unused amount Total Available Domestic Revolving Commitment (with the Available Domestic Revolving Commitment of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments of a each Non-Defaulting Lender during determined without reduction for such Lender's Domestic Revolver Pro Rata Share of Swing Line Loans outstanding) and Total Available Multicurrency Revolving Commitment, as the period prior to case may be, less, in each case the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the average daily Available Domestic Revolving Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no or Available Multicurrency Revolving Commitment Fee shall accrue on of any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Unless otherwise specified, accrued Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees shall be due and payable quarterly in arrears (i) on each Quarterly Payment Date, (ii) on the last Business Day of each March, June, September Revolver Termination Date and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day (iii) upon any reduction or termination in whole or in part of the Initial Availability Period Domestic Revolving Commitments (andbut only, if applicablein the case of a reduction, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent portion of the Outstanding Amount of the Domestic Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsCommitments and/or Multicurrency Revolving Commitments then being reduced).

Commitment Fees. The Borrowers Company shall pay to the Administrative Agent (x) for the account of each U.S. Revolving Credit Sub-facility Lender with a U.S. Revolving Commitment in accordance with its Pro Rata ShareApplicable Percentage, (i) a commitment fee (a “Commitment Fee”) in Dollars equal to the Applicable Rate times the average actual daily unused amount by which the Aggregate U.S. Revolving Commitment exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans drawn under the U.S. Revolving Sub-facility and (ii) the Outstanding Amount of L/C Obligations in respect of the U.S. Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)Sub-facility; provided, however, provided that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Swing Line Loans shall not be payable by considered Revolving Credit Loans for purposes of calculating the Borrowers so long as such Lender commitment fee under this Section 2.09(a). The Australian Borrower shall be a Defaulting Lender except pay to the extent that Australian Administrative Agent for the account of each Australian Revolving Sub-facility Lender in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Australian Revolving Commitment Fee shall otherwise have been due exceeds the sum of (x) the Outstanding Amount of Revolving Credit Loans drawn under the Australian Revolving Sub-facility and payable by (y) the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any Outstanding Amount of L/C Obligations in respect of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderAustralian Revolving Sub-facility. The Commitment Fee commitment fees shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding)Period, including at any time during which one or more of the conditions in Article V 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 Date, and to but excluding on the last day of the Initial Availability Period (and, if applicable, thereafter on demand)Period. The Commitment Fee commitment fees shall be calculated quarterly in arrears. For , and if there is any change in the avoidance of doubtApplicable Rate during any quarter, for purposes of computing the Commitment Fee, Revolving Credit Commitments actual daily amount shall be deemed to be used to computed and multiplied by the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C ObligationsApplicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Commitment Fees. (a) The Borrowers shall Company will pay (or will cause to be paid) to or behalf of the Administrative Agent Underwriters a commitment fee in respect of the Bridge Term Facility (xthe “Bridge Commitment Fee”) or Interim Term Facility (the “Interim Commitment Fee” and the Bridge Commitment Fee and the Interim Commitment Fee, the “Commitment Fees”) in USD for the Bridge Commitment Fee or in GBP for the Interim Commitment Fee accruing (on a daily basis) on the aggregate principal available and undrawn amount of the Bridge Term Facility or Interim Term Facility (as applicable), for each period (as applicable) and at each applicable rate per annum for that period as follows: (i) for the account period from (but excluding) the Countersignature Date to (and including (in the case of each Revolving Credit Lender sub-paragraph (A)) but excluding (in accordance with its Pro Rata Sharethe case of sub-paragraphs (B) or (C))) the date that is the earlier to occur of (A) the Signing Date, (iB) a commitment fee the end of the Certain Funds Period and (C) the first Interim Term Facility Utilisation Date, in an amount equal to 0.50 per cent. per annum, calculated on the Applicable Rate times the average daily unused aggregate undrawn, uncancelled and available principal amount of the Revolving Credit Commitments commitments of such Revolving Credit Lender Underwriters under the Interim Term Facility during such period; and (ii) for the preceding quarter period from (or other period commencing with but excluding) the Signing Date to (and including (in the Closing Date or ending with case of sub- paragraph (A)) but excluding (in the applicable Revolving Credit Maturity Date or case of sub-paragraph (B))) the date that is the earlier to occur of (A) the first Bridge Term Facility Utilisation Date and (B) the end of the Certain Funds Period, 30 per cent. of the opening Margin applicable to the Bridge Term Facility for such period, calculated on which the Commitments aggregate undrawn, uncancelled and available principal amount of the commitments of such Revolving Credit Lender shall expire or be terminatedUnderwriters under the Bridge Term Facility during such period. (b) (the “Commitment Fee”); provided, however, that any Commitment Fee The accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Interim Commitment Fee shall otherwise have been due and be payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day earlier to occur of each March, June, September and December, commencing with (A) the first such date to occur after the Closing Interim Term Facility Utilisation Date, (B) the first Bridge Term Facility Utilisation Date and to but excluding (C) 20 Business Days after the last day of the Initial Availability Certain Funds Period (and, if whether or not the Scheme Effective Date or Offer Unconditional Date (as applicable, thereafter on demand) has occurred). . (c) The accrued Bridge Commitment Fee shall be calculated quarterly in arrears. payable on the earlier to occur of (A) the first Bridge Term Facility Utilisation Date and (B) 20 Business Days after the last day of the Certain Funds Period (whether or not the Scheme Effective Date or Offer Unconditional Date (as applicable) has occurred). (d) For the avoidance of doubt, for purposes : (i) the Interim Commitment Fee and the Bridge Commitment Fee shall not accrue in respect of computing the same period; and (ii) the Commitment Fee, Fees and any commitment fee in respect of the Bridge Revolving Credit Commitments shall be deemed to be used Facility under the Bridge Facilities Agreement will not accrue in respect of the same period (the Commitment Fees will accrue to the extent exclusion of any commitment fee in respect of the Outstanding Amount Bridge Revolving Facility under the Bridge Facilities Agreement for the duration of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligationssuch same period).

Commitment Fees. The (a) Each Participant will receive, from amounts paid by the Borrowers shall pay to under the Administrative Agent (x) for Loan Documents and the account of each Revolving Credit Lender in accordance with its Pro Rata ShareSponsor under the Operative Documents, (i) a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); provided) equal to the average daily amount of its Participant’s Unused Commitment for the period commencing on the Effective Date and ending on the Final Termination Date, howeveror such earlier date as the Participating Commitment shall expire or terminate, that any multiplied by the Applicable Percentage per annum, such Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and Decemberthird Payment Date (a “Quarterly Date”), commencing with on June 30, 2008, for the first such date preceding Payment Period, calculated on the basis of a 360-day year and the actual number of days elapsed. (b) All Commitment Fees shall be paid on the dates due, in immediately available funds, to occur after the Closing DateParticipants by the Servicer from amounts received from the Borrowers and Sponsor. (c) In the event that the commitment fees received by the Servicer from the Borrowers and the Sponsor are not sufficient on any Quarterly Date to pay the Commitment Fees to the Participants required pursuant hereto, and to but excluding the last day Sponsor shall, upon demand of the Initial Availability Period Servicer, immediately fund such difference to the Servicer (andwith such payment allocated to specific Loan Payment Defaults as agreed by Sponsor and Servicer, if applicable) and either, thereafter on demand). The Commitment Fee at the election of the Sponsor, (x) the Sponsor shall be calculated quarterly in arrears. For reimbursed by the avoidance Servicer upon receipt of doubtsuch amount from a Borrower, for purposes of computing (y) the Commitment Fee, Revolving Credit Commitments Loan Indebtedness shall be deemed to be used reduced by such amount for purposes of a repayment or purchase of such Defaulted Loan by Sponsor in accordance with the terms of this Agreement or (z) if elected by Sponsor and if such amount is sufficient to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligationscure any Loan Payment Default such amount shall be deemed to have satisfied Sponsor’s obligation to cure such Loan Payment Default hereunder.

Commitment Fees. The US Borrowers shall jointly and severally pay to the Administrative Primary US Agent (x) for the account of the US Lenders a commitment fee, from the date hereof in the case of each Revolving Credit such Initial Lender and from the Closing Date specified in the Assignment and Acceptance pursuant to which it became a US Lender in accordance with its Pro Rata Sharethe case of each other such US Lender until the Termination Date, (i) a commitment fee equal to payable in arrears on the Applicable first Business Day of each month and on the Termination Date, at the Commitment Fee Rate times on the average daily unused amount of the Revolving Credit Commitments Unused US Commitment of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)Lender; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, that no Commitment Fee commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee Canadian Borrowers shall accrue at all times during jointly and severally pay to the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more Primary Canadian Agent for the account of the conditions Canadian Lenders a commitment fee, from the date hereof in Article V is not metthe case of each such Initial Lender and from the Closing Date specified in the Assignment and Acceptance pursuant to which it became a Canadian Lender in the case of each other such Canadian Lender until the Termination Date, and shall be due and payable quarterly in arrears on the last first Business Day of each March, June, September month and December, commencing with on the first such date to occur after the Closing Termination Date, and to but excluding at the last day Commitment Fee Rate on the average daily Unused Canadian Commitment of such Lender; provided, however, that no commitment fee shall accrue on any of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee Commitments of a Defaulting Lender so long as such Lender shall be calculated quarterly in arrearsa Defaulting Lender. For the avoidance of doubt, Swing Line Advances shall be excluded for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligationscalculating such commitment fees.

Commitment Fees. The Borrowers shall Accruing for each day from the Closing Date until the Expiration Date (and without regard to whether the conditions to making Revolving Credit Loans are then met), the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”); ) equal to the amount set forth in the “Commitment Fee” column of the definition of Applicable Margin (and based on the pricing level applicable to such day and computed on the basis of a year of three hundred sixty (360) days and actual days elapsed) multiplied by the difference for such day between the amount of (a) the Revolving Credit Commitments minus (b) the Revolving Facility Usage (provided, however, that any solely in connection with determining the share of each Lender in the Commitment Fee accrued Fee, the Revolving Facility Usage with respect to any the portion of the Revolving Credit 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Commitment Fee allocated to PNC shall otherwise have been due include the full amount of the outstanding Swingline Loans, and payable with respect to the portion of the Commitment Fee allocated by the Borrowers prior Administrative Agent to such time; provided, further, that no Commitment Fee shall accrue on any all of the Commitments of a Defaulting Lender so long as Lenders other than PNC, such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more portion of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For (according to each such Lender’s Ratable Share) as if the avoidance of doubt, for purposes of computing Revolving Facility Usage excludes the Commitment Fee, Revolving Credit Commitments outstanding Swingline Loans); provided that no Defaulting Lender shall be deemed entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be used required to pay any such Commitment Fee that otherwise would have been required to have been paid to that Defaulting Lender). Subject to the extent of proviso in the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of directly preceding sentence, all L/C ObligationsCommitment Fees shall be payable in arrears on each Payment Date.

Commitment Fees. (i) The Borrowers shall Company agrees to pay to the Administrative Agent (x) Revolver Agent, for the account ratable benefit of each Lender that is a Revolving Credit Lender in accordance with as consideration for its Pro Rata ShareRevolving Commitment, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) fees (the “Commitment FeeFees”) accruing from the date hereof until the Revolving Facility Termination Date based upon such Lender’s Fixed Commitment Percentage of the Total Revolving Commitment in effect on each day, computed for each day at a rate per annum equal to 50.00 basis points (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) times (B) the average daily Unutilized Revolving Commitment (for purposes of this computation, Swing Loans shall be deemed not to be borrowed amounts under the Revolving Credit Commitment); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Company so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Company prior to such time; provided, further, and provided further that no 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. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Borrowers shall Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”) equal to 0.50% per annum (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) times the average daily difference between the amount of (i) the Revolving Credit Commitments and (ii) the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Revolving Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC Bank shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Revolving Lenders other than PNC Bank, such portion of the Commitment Fee shall be calculated (according to each such Revolving Lender’s Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, howeverfurther, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers Borrower so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers Borrower prior to such time; provided, further, and provided further that no Commitment Fee shall accrue on any of with respect to the Commitments Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Subject to the proviso in the directly preceding sentence, all Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and Fees 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 Payment Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.

Commitment Fees. The Accruing from the date hereof until the Expiration Date, the Borrowers shall agree to pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in accordance with according to its Pro Rata Ratable Share, (i) a nonrefundable commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the “Commitment Fee”)) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) such Lender’s Revolving Credit Commitment (for purposes of this computation, PNC’s Swing Loans shall be deemed to be borrowed amounts under its Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments 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 Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, further, and provided further that no 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. The Commitment Fee shall accrue at all times during the Initial Availability Period (and thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving Credit Loans and the Outstanding Amount of all L/C Obligations.a