DURING THE PERIOD BETWEEN THE CLOSING
DATE AND THE FUNDING DATE AND (Z) TERM B LENDER, IN ACCORDANCE WITH ITS TERM B
LOAN PERCENTAGE THEREOF, A COMMITMENT FEE (THE "TERM B COMMITMENT FEE" AND
TOGETHER WITH THE TERM A COMMITMENT FEE, THE "COMMITMENT FEES") EQUAL TO 3.25%
PER ANNUM OF THE ACTUAL DAILY AMOUNT OF THE AGGREGATE TERM B LOAN COMMITTED
AMOUNT DURING THE PERIOD BETWEEN THE CLOSING DATE AND THE FUNDING DATE; PROVIDED
THAT, IF THE BORROWER CONTINUES TO HAVE ANY OUTSTANDING REVOLVING OBLIGATIONS
AFTER THE TERMINATION OF THE COMMITMENT PERIOD, THEN, WITH RESPECT TO EACH
REVOLVING LENDER TO WHOM SUCH REVOLVING OBLIGATIONS ARE THEN OWED, SUCH FACILITY
FEE SHALL CONTINUE TO ACCRUE IN ACCORDANCE WITH SUCH
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LENDER'S DOLLAR REVOLVING COMMITTED PERCENTAGE OR APPROVED CURRENCY REVOLVING
COMMITTED PERCENTAGE THEREOF, AS THE CASE MAY BE, OF THE ACTUAL DAILY AMOUNT OF
THE AGGREGATE DOLLAR REVOLVING COMMITTED AMOUNT OR AGGREGATE APPROVED CURRENCY
REVOLVING COMMITTED AMOUNT (WITHOUT GIVING EFFECT TO THE EXPIRATION OF SUCH
COMMITMENT PERIOD), AS THE CASE MAY BE, FROM AND INCLUDING THE DATE THE
COMMITMENT PERIOD TERMINATES TO BUT EXCLUDING THE DATE ON WHICH SUCH REVOLVING
OBLIGATIONS ARE NO LONGER OUTSTANDING.
NOTWITHSTANDING THE FOREGOING, IF THE
FUNDING DATE OCCURS 60 DAYS OR MORE AFTER THE CLOSING DATE, THE COMMITMENT FEE
AND FACILITY FEE FOR THE PERIOD FROM AND INCLUDING THE CLOSING DATE TO BUT
EXCLUDING THE FUNDING DATE SHALL BE INCREASED TO 0.75% PER ANNUM.
THE
COMMITMENT FEES AND FACILITY FEES SHALL ACCRUE AT ALL TIMES DURING THE
APPLICABLE COMMITMENT PERIOD (AND, FOLLOWING THE EXPIRATION OF THE COMMITMENT
PERIOD, THE FACILITY FEES SHALL CONTINUE TO ACCRUE TO THE EXTENT SET FORTH
ABOVE), 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
TENTH (10TH) DAY OF EACH JANUARY, APRIL, JULY AND OCTOBER (FOR THE COMMITMENT
FEE AND FACILITY 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.
THE COMMITMENT FEE AND FACILITY FEE SHALL BE CALCULATED
QUARTERLY IN ARREARS.
(B)
LETTER OF CREDIT FEES.
(i)
Letter of Credit Fees.
The Borrower shall pay to the
Administrative Agent, for the account of each Dollar Revolving Lender in
accordance with its Dollar Revolving Commitment Percentage, a Letter of Credit
fee, in Dollars, for each Letter of Credit, an amount equal to the Applicable
Percentage for Dollar Revolving Loans that are Eurodollar Loans multiplied by
the daily maximum undrawn Outstanding Amount under such Letter of Credit (the
"Letter of Credit Fees").
For purposes of computing the daily undrawn
Outstanding Amount under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.10.
The Letter of
Credit Fees shall be computed on a quarterly basis in arrears, and shall be due
and payable on the tenth (10th) day of each January, April, July and
October (for the Letter