Common use of Unused Commitment Fee Clause in Contracts

Unused Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Revolving Facility 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 (the “Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of the conditions in Article 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, in the case of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused 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.

Unused Commitment Fee. The Borrower Borrowers shall pay to Agent a fee (the Administrative Agent “Unused Commitment Fee”) for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a commitment fee an amount equal to to: (i) the Applicable Rate times the actual average daily amount by which balances of the Revolving Facility exceeds Loan Commitment of such Revolving Lender during the preceding calendar month, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender, plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) the Outstanding Amount of Revolving Loans and (ii) be less than zero, (iii) multiplied by the Outstanding Amount of L/C ObligationsApplicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, subject to adjustment as provided in Section 2.15 (2012 and the “Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account first day of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”)calendar month thereafter. The Unused Commitment Fee provided in this subsection 1.9(b) shall accrue at all times during from and after mutual execution and delivery of this Agreement. Following receipt of the Unused Commitment Fee, Agent shall pay to each Revolving Lender (i) other than the Availability Period Swingline Lender with respect to any Swing Loans) from, and to the Revolving Facility extent of, the Unused Commitment Fee and (ii) interest received by it on the Delayed Draw Availability Period Swing Loans, an amount equal to its pro rata share calculated as if the average daily balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving Loan Commitments of a Non-Funding Lender during the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of the conditions in Article IV period such Lender 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, in the case of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Perioda Non-Funding Lender. The Unused Commitment Fee shall be calculated quarterly allocable among the Borrower Groups (in arrears, and if there terms of which Borrower Group is any change primarily liable therefor) by Agent in the Applicable Rate its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any quarter, period as compared to the actual daily amount shall be computed and multiplied by Revolver Utilization of all of the Applicable Rate separately Borrower Groups for each period during such quarter that such Applicable Rate was in effectthe same period.

Unused Commitment Fee. The Borrower shall agrees to pay to the Administrative Agent Agent, for the account of each the Revolving Lender in accordance with its Applicable Revolving PercentageLoan Lenders, a an unused commitment fee for the period from and including the Closing Date to but excluding the Revolving Loan Commitment Expiration Date, based on the aggregate amount, for each day during such period, of the Available Revolving Loan Commitments (without taking into account outstanding Swing Line Loans), and computed at the per annum rate equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds 0.50% (or if the sum of (i1) the Outstanding aggregate principal amount of all Revolving Loans outstanding, (2) the aggregate Letter of Credit Amount of Revolving Loans all Letters of Credit outstanding and (ii3) the Outstanding Amount aggregate amount of L/C Obligationsunreimbursed drawings under all Letters of Credit for such day is greater than 50% of the Aggregate Revolving Loan Commitment, subject to adjustment as provided in Section 2.15 (the “Unused Revolving Commitment Fee”on such day, then 0.30%). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the The Borrower shall agrees to pay to the Administrative Agent Agent, for the account of the Delayed Draw Lenders, an unused commitment fee for the period from and including the Closing Date to but excluding the Delayed Draw Term Loan Commitment Expiration Date, based on the aggregate amount, for each applicable Term Lender in accordance with its Applicable Percentage day during such period, of the Available Delayed Draw Term Loan Commitments, and computed at the per annum rate equal to 0.50% (or if the aggregate principal amount of all Delayed Draw Term Loans outstanding is greater than 50% of the Aggregate Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at on such timeday, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”then 0.30%). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of the conditions in Article IV is not met, and Such unused commitment fees shall be due and payable in installments 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, in the case of the Unused Revolving Commitment Fee, December and on the last day of the Availability Period or, in the case of the Unused Delayed Draw Revolving Loan Commitment Fee, the last day of Expiration Date or the Delayed Draw Availability Period. The Unused Term Loan Commitment Fee shall be calculated quarterly in arrearsExpiration Date, and if there is any change in the Applicable Rate during any quarteras applicable, 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 effectcommencing on March 31, 2021.

Unused Commitment Fee. (a) The Borrower shall Borrowers agree to pay to the Administrative Agent Agent, for the Pro Rata account of each Revolving Lender in accordance with its Applicable (other than any Defaulting Lender), for the period (including any portion thereof when the Revolving PercentageLoan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date, a an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the Applicable Rate times the actual average daily amount by which unused portion of the Revolving Facility exceeds Loan Commitment Amount. Such unused commitment fees shall be payable by the sum of (i) Borrowers in arrears on each Quarterly Payment Date, commencing with the Outstanding Amount of first Quarterly Payment Date following the Effective Date, and on the Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15 (the “Unused Revolving Loan Commitment Fee”)Termination Date. For purposes of calculating the avoidance unused commitment fee the making of doubt, Swing Line Loans by the Outstanding Amount of Swingline Loans Swing Line Lender shall not be counted towards or considered constitute the usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the Borrower shall Loan Commitment. (b) The Borrowers agree to pay to the Administrative Agent Agent, for the Pro Rata account of each applicable Delayed Draw Term Lender in accordance with its Applicable (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Delayed Draw Term Loan CommitmentCommitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, a commitment fee equal to commencing with the Applicable Rate times first Quarterly Payment Date following the amount of Effective Date, and on the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of the conditions in Article 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 Termination Date, and, in the case of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused 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.

Unused Commitment Fee. Each Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentagethe Lenders, a commitment fee (the "Commitment Fee") equal to 0.375% per annum (on the basis of actual days elapsed in a year of 360 days) of the average daily balance of the Unused Commitment for each day commencing on and including the Closing Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any calendar month shall be payable on the first Business Day of the immediately succeeding calendar month, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. If the Commitment Fee actually paid by the Borrower is insufficient to pay the Line Fee due the Lenders, the deficiency shall be paid to the Lenders by the Swingline Lender from its own funds (and the Borrower shall have no liability with respect thereto). The Administrative Agent shall pay the Commitment Fee (and any amounts payable by the Swingline Lender hereunder) to the Lenders based upon their Commitment Percentages of the aggregate Line Fee due to all Lenders; provided that for purposes of calculating the share of any Person which is both the Swingline Lender and a Lender, such Person's share shall be equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum of difference between (i) the Outstanding Amount of Revolving Loans such Person's Commitment, and (ii) the Outstanding Amount sum of L/C Obligations, subject to adjustment as provided in Section 2.15 (A) such Person's Commitment Percentage of the “Unused principal amount of Revolving Commitment Fee”). For Loans then outstanding (including the avoidance of doubt, the Outstanding Amount principal amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving then outstanding), and (B) such Person's Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount then Letter of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of the conditions in Article 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, in the case of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused 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 effectCredit Outstandings.

Unused Commitment Fee. The Borrower shall agrees to pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, immediately available Dollars a commitment fee equal (the "UNUSED COMMITMENT FEE") as follows: (i) to each Revolving Credit Lender (other than the Applicable Rate times Swing Loan Lender), on the actual daily amount by which the Revolving Facility Credit Commitment of such 66 CREDIT AGREEMENT PRESTIGE BRANDS, INC. Revolving Credit Lender exceeds such Lender's Ratable Portion of the sum of (iA) the Outstanding Amount aggregate outstanding principal amount of Revolving Loans and (iiB) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15 (the “Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the outstanding amount of the Delayed Draw Term Loan Commitments aggregate Letter of Credit Obligations from the date hereof through the Revolving Credit Termination Date at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Applicable Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan CommitmentsRate, in each case, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears (x) on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with on the first such date to occur after Business Day following the Closing Date and (y) on the Revolving Credit Termination Date, ; and, in (ii) to the case of Revolving Credit Lender that is the Unused Revolving Commitment FeeSwing Loan Lender or an Affiliate thereof, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused 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 by which the Revolving Credit Commitment of such Revolving Credit Lender exceeds the sum of (A) the principal amount of the Swing Loans of Swing Loan Lender outstanding and multiplied by (B) such Lender's Ratable Portion of the sum of (1) the aggregate outstanding principal amount of Revolving Loans and (2) the outstanding amount of the aggregate Letter of Credit Obligations from the date hereof through the Revolving Credit Termination Date at the Applicable Rate separately for Unused Commitment Fee Rate, payable in arrears (x) on the last Business Day of each period during calendar quarter, commencing on the first such quarter that such Applicable Rate was in effectBusiness Day following the Closing Date and (y) on the Revolving Credit Termination Date.

Unused Commitment Fee. Each Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentagethe Lenders, a commitment fee (the “Commitment Fee”) equal to 0.375% per annum (on the basis of actual days elapsed in a year of 360 days) of the average daily balance of the Unused Commitment for each day commencing on and including the Closing Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any calendar month shall be payable on the first Business Day of the immediately succeeding calendar month, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. If the Commitment Fee actually paid by the Borrower is insufficient to pay the Line Fee due the Lenders, the deficiency shall be paid to the Lenders by the Swingline Lender from its own funds (and the Borrower shall have no liability with respect thereto). The Administrative Agent shall pay the Commitment Fee (and any amounts payable by the Swingline Lender hereunder) to the Lenders based upon their Commitment Percentages of the aggregate Line Fee due to all Lenders; provided that for purposes of calculating the share of any Person which is both the Swingline Lender and a Lender, such Person’s share shall be equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum of difference between (i) the Outstanding Amount of Revolving Loans such Person’s Commitment, and (ii) the Outstanding Amount sum of L/C Obligations, subject to adjustment as provided in Section 2.15 (A) such Person’s Commitment Percentage of the “Unused principal amount of Revolving Commitment Fee”). For Loans then outstanding (including the avoidance of doubt, the Outstanding Amount principal amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving then outstanding), and (B) such Person’s Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount then Letter of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of the conditions in Article 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, in the case of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused 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 effectCredit Outstandings.

Unused Commitment Fee. The U.S. Borrower shall agrees to pay the following amounts with respect to the Administrative Agent for Revolving Credit Facility and the account Stand-Alone Letter of Credit Facility, as applicable: (i) to each Revolving Lender in accordance with its Applicable Revolving PercentageCredit Lender, a commitment fee equal to the Applicable Rate times on the actual daily amount by which the Revolving Facility Credit Commitment of such Lender exceeds the sum of (iA) the Outstanding Amount outstanding principal amount of the Dollar Equivalent of Revolving Loans held by it and (B) such Lender’s Ratable Portion of the outstanding amount of the Letter of Credit Obligations from the date hereof through the Revolving Credit Termination Date at the Applicable Unused Commitment Fee Rate, payable in arrears (x) on the first Business Day of each calendar quarter, commencing on the first such Business Day following the Closing Date and (y) on the Revolving Credit Termination Date; and AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION (ii) the Outstanding Amount to each Stand-Alone Letter of L/C Obligations, subject to adjustment as provided in Section 2.15 (the “Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan CommitmentCredit Participant, a commitment fee equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of the conditions in Article 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, in the case of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused 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 which the Stand-Alone Letter of Credit Commitment of such Stand-Alone Letter of Credit Participant exceeds such Stand-Alone Letter of Credit Participant’s Ratable Portion of the outstanding amount of the Stand-Alone Letter of Credit Obligations held by it from the date hereof through the Stand-Alone Letter of Credit Termination Date at the Applicable Rate separately for each period during such quarter that such Applicable Rate was Unused Commitment Fee Rate, payable in effectarrears (x) on the first Business Day of the calendar quarter, commencing on the first Business Day following the Closing Date and (y) on the Stand-Alone Letter of Credit Termination Date.

Unused Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent Funding Agent, for the account of each Revolving Lender the Lenders entitled thereto, in accordance with its Applicable Revolving Percentagetheir respective Pro Rata Shares, a commitment fee equal to (the "Unused Commitment Fee"), accruing at the rate of the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds Commitment Fee Margin on the sum of (i) the Outstanding Amount of Revolving Loans Term A Loan Commitment then in effect and (ii) the Outstanding Amount amount from time to time by which the Revolving Loan Commitments exceed the sum of L/C (A) the outstanding principal amount of the Revolving Loans, plus (B) the outstanding Reimbursement Obligations, subject plus (C) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Termination Date or Term A Commitment Termination Date, as the case may be, such portion of the fee being payable quarterly, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Lender fails to adjustment as provided in Section 2.15 fund its Pro Rata Share of any Loan requested by either Borrower which such Lender is obligated to fund under the terms of this Agreement, (the “Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans I) such Lender shall not be counted towards or considered usage of the entitled to any Unused Commitment Fees with respect to its Revolving Facility for purposes of determining the Unused Revolving Loan Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender until such failure has been cured in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at Section 3.02(b)(vi)(B) and (II) until such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more favor of the conditions in Article IV is not metLenders which have funded their respective Pro Rata Shares of such requested Loan, shall be allocated among such performing Lenders ratably based upon their relative Commitments, and shall be due and payable quarterly in arrears on calculated based upon the last Business Day average amount by which the aggregate applicable Commitments of each March, June, September and December, commencing with such performing Lenders exceeds the first such date to occur after sum of (1) the Closing Date, and, in the case outstanding principal amount of the Unused Revolving Commitment FeeLoans owing to such performing Lenders, on plus (2) the last day outstanding Reimbursement Obligations owing to such performing Lenders, plus (3) the aggregate participation interests of the Availability Period or, in the case such performing Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused 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 effectCredit.

Unused Commitment Fee. The Borrower shall agrees to pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving PercentageLenders an Unused Commitment Fee, at a commitment fee rate per annum equal to the Applicable Rate times Unused Commitment Rate, calculated on the actual daily amount by which the Revolving Facility exceeds the sum basis 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 (the “Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender a 360-day year in accordance with its Applicable Percentage of this Section from the Delayed Draw Term Loan Commitmentdate hereof and to and including the Facility Termination Date, a commitment fee equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day first day of each MarchJanuary, JuneApril, September July and DecemberOctober hereafter and on the Facility Termination Date. For each quarter (or portion thereof), commencing the Unused Commitment Fee shall be equal to (A) the average daily Aggregate Commitment during such quarter (or portion thereof) minus (B) the Average Daily Outstandings for such quarter (or portion thereof), with the first such date resulting number multiplied by (C) the Applicable Unused Commitment Rate, and the final product divided by (D) four (4). Each Lender (including Swing Line Lender) shall be entitled to occur after the Closing Date, and, in the case a share of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, Fee in the case proportion that (x) such Lender's average daily Unused Commitment for such quarter (or portion thereof) bears to (y) the average daily aggregate Unused Commitments of all Lenders for such quarter (or portion thereof). If the Unused Delayed Draw Commitment FeeFee is being computed for less than a full quarter, the last day number used in clause (D) above shall be computed on a daily basis for the number of days for which the Delayed Draw Availability Periodfee is being computed. The Unused Commitment Fee shall continue to be calculated quarterly in arrears, and if there is any change in payable during the Applicable Rate during any quarter, the actual daily amount Term Out Period. All accrued Unused Commitment Fees shall be computed and multiplied by payable on the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effecteffective date of any termination of the obligations of Lenders to make Loans hereunder.

Unused Commitment Fee. The As of the Effective Date, the Unused Commitment Fee currently payable in Note C and Note D shall be adjusted in Amended and Restated Note C and in Amended and Restated Note D, respectively, as follows: (a) Amended and Restated Note C shall contain the following provision with respect to the Unused Commitment Fee: “Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a an unused commitment fee payable in arrears with each interest payment payable on an Interest Payment Date under the terms of this Note, in an amount equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum of (i) if the Outstanding Amount outstanding principal balance under this Note is less than or equal to fifty percent (50%) of Revolving Loans and the maximum amount available to be borrowed under this Note (initially $100,000,000, as may be reduced by any permitted prepayments of principal that may not be reborrowed), twenty (20) basis points per annum, or (ii) if the Outstanding Amount outstanding principal balance under this Note is greater than fifty percent (50%) of L/C Obligationssuch maximum amount available to be borrowed under this Note, subject ten (10) basis points per annum, in each case times the average daily difference between such maximum amount and the actual advanced and outstanding balance of this Note for the immediately preceding interest accrual period (i.e., the semiannual period). Borrower may elect in its discretion, and Lender may elect upon the occurrence of an Event of Default as defined in the Loan Agreement, to adjustment cancel any portion of the commitment to continue to make or draw funds available under this Note. Upon any such cancellation, Borrower’s future obligation to pay any unused commitment fees that have yet to accrue will be relieved. Borrower’s obligation to pay any Unused Commitment Fees that has not then accrued shall cease upon the expiration of Borrower’s ability to request Subsequent Disbursements under this Note, as provided established in Section 2.15 the Loan Agreement.” (b) Amended and Restated Note D shall contain the “following provision with respect to the Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the : “Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a an unused commitment fee payable in arrears with each interest payment payable on an Interest Payment Date under the terms of this Note in an amount equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) if the Availability Period with respect outstanding principal balance under this Note is less than or equal to fifty percent (50%) of the Revolving Facility and maximum amount available to be borrowed under this Note, twenty (20) basis points per annum, or (ii) if the Delayed Draw Availability Period with respect outstanding principal balance under this Note is greater than fifty percent (50%) of the maximum amount available to the Delayed Draw Term Loan Commitmentsbe borrowed under this Note, ten (10) basis points per annum, in each casecase times the average daily difference between the maximum available amount under this Note ($50,000,000.00) and the actual advanced and outstanding balance of this Note for the immediately preceding quarter. Borrower may elect in its discretion, including at and Lender may elect upon the occurrence of an Event of Default as defined in the Loan Agreement, to cancel any time during which one or more portion of the conditions commitment to continue to make or draw funds available under this Note. Upon any such cancellation, Borrower’s future obligation to pay any unused commitment fees that have yet to accrue will be relieved.” Notwithstanding anything herein or in Article IV is not metNote C or in Note D to the contrary, the provisions stated in this Section 3 to be included in Amended and Restated Note C and Amended and Restated Note D shall be due apply and payable quarterly in arrears on the last Business Day of each March, June, September be effective as to Note C and December, commencing with the first such date to occur after the Closing Date, and, in the case Note D as of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused 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 effectdate first written above.

Unused Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent Agent, for the account of each Revolving Lender the Lenders in accordance with its Applicable their respective Revolving PercentageCredit Pro Rata Shares, a commitment fee equal to (the Applicable "Revolving Credit Unused Commitment Fee") accruing from the Closing Date at the Unused Commitment Fee Rate times on the actual daily average amount by which the Revolving Facility exceeds Credit Commitments exceed the sum Revolving Credit Obligations for the period commencing on the Closing Date and ending on the Revolving Credit Termination Date, the accrued portion of such fee being payable (iA) quarterly, in arrears, on the Outstanding Amount first day of Revolving Loans the immediately succeeding quarter, commencing on the first such day after the Closing Date and (iiB) on the Outstanding Amount of L/C ObligationsRevolving Credit Termination Date (whether or not such date occurs on, subject to adjustment as provided in Section 2.15 (before or after the “Unused Revolving Commitment Fee”Closing Date). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the Borrower The Borrowers shall pay to the Administrative Agent for European Overdraft Bank a fee accruing from the account of each applicable Term Lender in accordance with its Applicable Percentage of Closing Date at the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) Rate on the Availability Period with respect to average amount by which the European Overdraft Commitment exceeds the European Overdraft Obligations for the period commencing on the Closing Date and ending on the Revolving Facility and Credit Termination Date, the accrued portion of such fee being payable (iiA) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitmentsquarterly, in each casearrears, including at any time during which one or more on the first day of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and Decemberimmediately succeeding quarter, commencing with on the first such day after the Closing Date and (B) on the Revolving Credit Termination Date (whether or not such date to occur occurs on, before or after the Closing Date, and). Notwithstanding the foregoing, in the case event that any Lender fails to fund its Revolving Credit Pro Rata Share of any Revolving Loan requested by any Borrower which such Lender is obligated to fund under the Unused Revolving Commitment Feeterms hereof, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The such Lender shall not be entitled to any Unused Commitment Fee shall be calculated quarterly with respect to its Revolving Credit Commitment until such failure has been cured in arrearsaccordance with Section 3.02(b)(v)(B), and if there is the Borrowers shall not be required to pay any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately Revolving Credit Unused Commitment Fee to such Lender for each period during such quarter that such Applicable Rate was in effectperiod.

Unused Commitment Fee. The During the time, from time to time, that the Borrower shall pay fails to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Revolving Facility 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 (the “Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In additionmaintain an Investment Grade Credit Rating, the Borrower shall pay to the Administrative Agent Payment and Disbursement Agent, for the account of the Lenders based on their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"), accruing at a per annum rate equal to the then applicable Unused Commitment Fee Percentage on the Unused Facility, such fee being payable quarterly, in ar rears, commencing on the first day of the fiscal quarter next succeeding the date that the Borrower fails to maintain an Investment Grade Credit Rating and on the first day of each applicable Term fiscal quarter thereafter, until the Borrower regains an Investment Grade Credit Rating; provided, however, that in the event that the Borrower regains an Investment Grade Credit Rating during any fiscal quarter, the Unused Commitment Fee shall be payable only for the portion of such fiscal quarter during which Borrower failed to maintain an Investment Grade Credit Rating. Notwithstanding the foregoing, in the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, (A) such Lender shall not be entitled to any portion of the Unused Commitment Fee with respect to its Revolving Credit Commitment until such failure has been cured in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at Section 4.2(b)(v)(B) and (B) until such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more favor of the conditions in Article IV is not metLenders which have funded their respective Pro Rata Shares of such requested Loan, shall be allocated among such performing Lenders ratably based upon their relative Revolving Credit Commitments, and shall be due and payable quarterly in arrears on calculated based upon the last Business Day average amount by which the aggregate Revolving Credit Commitments of each March, June, September and December, commencing with such performing Lenders exceeds the first such date to occur after sum of (I) the Closing Date, and, in the case outstanding principal amount of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused Commitment Fee shall be calculated quarterly in arrearsLoans owing to such performing Lenders, and if there is any change in (II) the Applicable Rate during any quarteroutstanding Reimbursement Obligations owing to such performing Lenders, and (III) the actual daily amount shall be computed aggregate participation inter ests of such performing Lenders arising pursuant to Section 3.1(e) with respect to undrawn and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectoutstanding Letters of Credit.

Unused Commitment Fee. Each Revolving Credit Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrower Borrowers shall pay to the Administrative Agent for the account of each the Revolving Lender in accordance with its Applicable Revolving PercentageCredit Lenders, a commitment fee (the "Commitment Fee") equal to 0.25% per annum (on the basis of actual days elapsed in a year of 360 days) of the average daily balance of the Unused Commitment for each day commencing on and including the Closing Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any calendar quarter shall be payable on the first Business Day of the immediately succeeding calendar quarter, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. If the Commitment Fee actually paid by the Borrowers is insufficient to pay the Line Fee due the Revolving Credit Lenders, the deficiency shall be paid to the Revolving Credit Lenders by the Swingline Lender from its own funds (and the Borrowers shall have no liability with respect thereto). The Administrative Agent shall pay the Commitment Fee (and any amounts payable by the Swingline Lender hereunder) to the Revolving Credit Lenders based upon their Revolving Credit Commitment Percentage of the aggregate Line Fee due to all Revolving Credit Lenders; provided that, for purposes of calculating the share of any Person which is both the Swingline Lender and a Revolving Credit Lender, such Person's share shall be equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum of difference between (i) the Outstanding Amount of such Person's Revolving Loans Credit Commitment, and (ii) the Outstanding Amount sum of L/C Obligations, subject to adjustment as provided in Section 2.15 (A) such Person's Revolving Credit Commitment Percentage of the “Unused principal amount of Revolving Commitment Fee”). For Credit Loans then outstanding (including the avoidance of doubt, the Outstanding Amount principal amount of Swingline Loans shall not be counted towards or considered usage of the then outstanding), and (B) such Person's Revolving Facility for purposes of determining the Unused Revolving Credit Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount then Letter of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of the conditions in Article 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, in the case of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused 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 effectCredit Outstandings.

Unused Commitment Fee. The Borrower shall Domestic Borrowers jointly and severally agree to pay to the Administrative Agent Agent, for the account of the Domestic Lenders, and the Multicurrency Borrowers jointly and severally agree to pay to the Administrative Agent, for the account of the Multicurrency Lenders, in accordance with each Revolving Lender's respective Pro Rata Shares of the applicable Credit Facility, a fee (the "UNUSED COMMITMENT FEE"), in each case accruing from the Closing Date at a per annum rate equal to the Applicable Unused Commitment Fee Rate in effect as of the payment date set forth below, on the average amount by which (i) the Commitment under the applicable Credit Facility exceeds (ii) an amount equal to the Credit Facility Outstandings under such Credit Facility less the Letter of Credit Obligations set forth in CLAUSE (c) of the definition thereof to the extent included in the determination of Credit Facility Outstandings, for the period commencing on the Closing Date and ending on the Termination Date, the accrued portion of such fee being payable (A) monthly, in arrears, on the first Business Day of the immediately succeeding calendar month, commencing on the first such day after the Closing Date and (B) on the Termination Date. Notwithstanding the foregoing, no Defaulting Lender shall be entitled to any Unused Commitment Fees with respect to its Commitment under the applicable Credit Facility until such Lender ceases to be a Defaulting Lender in accordance with its Applicable Revolving PercentageSECTION 3.02(b)(iv)(B), a commitment fee equal to the Applicable Rate times the actual daily amount by which the Revolving Facility 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 (the “Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the no Borrower shall be required to pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “any Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period Fees with respect to the Revolving such Credit Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of the conditions in Article 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, in the case of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused 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 Lender for each period during such quarter that such Applicable Rate was in effectperiod.

Unused Commitment Fee. Each Revolving Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrower Borrowers shall pay to the Administrative Agent for the account of each the Revolving Lender in accordance with its Applicable Revolving PercentageLenders, a commitment fee (the "COMMITMENT FEE") equal to 0.375% per annum (on the basis of actual days elapsed in a year of 360 days) of the average daily balance of the Unused Commitment for each day commencing on and including the Closing Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any calendar quarter shall be payable on the first Business Day of the immediately succeeding calendar quarter, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. If the Commitment Fee actually paid by the Borrowers is insufficient to pay the Line Fee due the Revolving Lenders, the deficiency shall be paid to the revolving Lenders by the Swingline Lender from its own funds (and the Borrowers shall have no liability with respect thereto). The Administrative Agent shall pay the Commitment Fee (and any amounts payable by the Swingline Lender hereunder) to the Revolving Lenders based upon their pro rata share of the aggregate Line Fee due to all Lenders; PROVIDED THAT for purposes of calculating the pro rata share of any Person which is both the Swingline Lender and a Revolving Lender, such Person's share shall be equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum of difference between (i) the Outstanding Amount sum of such Person's Revolving Loans Commitment, and (ii) the Outstanding Amount sum of L/C Obligations, subject to adjustment as provided in Section 2.15 (the “Unused A) such Person's Revolving Commitment Fee”). For Percentage of the avoidance principal amount of doubt, Revolving Loans then outstanding (including the Outstanding Amount principal amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused then outstanding), and (B) such Person's Revolving Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount then Letter of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of the conditions in Article 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, in the case of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused 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 effectCredit Outstandings.

Unused Commitment Fee. Each Tranche A Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrower Loan Parties shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentagethe Tranche A Lenders, a commitment fee (the "Commitment Fee") equal to 0.50% per annum (on the basis of actual days elapsed in a year of 365 or 366 days, as applicable) of the average daily balance of the Unused Tranche A Commitment for each day commencing on and including the Closing Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any calendar month shall be payable on the first Business Day of the immediately succeeding calendar month, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. If the Commitment Fee actually paid by the Loan Parties is insufficient to pay the Line Fee due the Tranche A Lenders, the deficiency shall be paid to the Tranche A Lenders by the Swingline Lender from its own funds (and the Loan Parties shall have no liability with respect thereto). The Administrative Agent shall pay the Commitment Fee (and any amounts payable by the Swingline Lender hereunder) to the Tranche A Lenders based upon their pro rata share of the aggregate Line Fee due to all Tranche A Lenders; provided that for purposes of calculating the pro rata share of any Person which is both the Swingline Lender and a Tranche A Lender, such Person's share shall be equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum of difference between (i) the Outstanding Amount sum of Revolving Loans such Person's Tranche A Commitment, and (ii) the Outstanding Amount sum of L/C Obligations, subject to adjustment as provided in Section 2.15 (A) such Person's Tranche A Commitment Percentage of the “Unused Revolving Commitment Fee”). For principal amount of Tranche A Loans then outstanding (including the avoidance of doubt, the Outstanding Amount principal amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving then outstanding), and (B) such Person's Tranche A Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount then Letter of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of the conditions in Article 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, in the case of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused 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 effectCredit Outstandings.

Unused Commitment Fee. The Borrower In addition to the payments provided for in Section 3, the Borrowers shall pay or cause to be paid to the Administrative Agent Agent, for the account of each Revolving Lender in accordance with its Applicable Revolving PercentageLender, a an unused commitment fee equal to on any unused portion of such Lender’s Commitment at the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum rate of (ia)(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 (the “Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to the Revolving Facility Tranche A Facility, thirty basis points (0.30%) per annum when the unused Tranche A Commitment (through the extension of Tranche A Loans or the issuance of Letters of Credit) of the Tranche A Lenders is greater than or equal to fifty percent (50%) of the Tranche A Maximum Commitment or (bii) twenty-five basis points (0.25%) per annum when the unused Tranche A Commitment (through the extension of Tranche A Loans or the issuance of Letters of Credit) of the Tranche A Lenders is less than fifty percent (50%) of the Tranche A Maximum Commitment, and (iib)(i) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan CommitmentsTranche B Facility, thirty-five basis points (0.35%) per annum when the unused Tranche B Commitment (through the extension of Tranche B Loans) of the Tranche B Lenders is greater than or equal to fifty percent (50%) of the Tranche B Maximum Commitment or (ii) thirty basis points (0.30%) per annum when the unused Tranche B Commitment (through the extension of Tranche B Loans) of the Tranche B Lenders is less than fifty percent (50%) of the Tranche B Maximum Commitment, in each caseeithereach case under the foregoing subsection (a) and (b), including at any time during which one or more calculated on the basis of the conditions actual days elapsed in Article IV is not met, and shall be due a year consisting of 360 days and payable quarterly in arrears on the last first Business Day of each March, June, September and December, commencing with calendar month for the first such date to occur after the Closing Date, and, in the case preceding calendar month. For purposes of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Feethis Section 2.12, the last fee shall be calculated on a daily basis for each day of during the Delayed Draw Availability Period. The Unused Commitment Fee shall be calculated quarterly in arrears, Credit Parties and if there is any change in the Applicable Rate during any quarter, Lenders acknowledge and agree that the actual daily amount shall be computed unused commitment fees payable hereunder are bona fide unused commitment fees and multiplied by are intended as reasonable compensation to the Applicable Rate separately Lenders for each period during such quarter that such Applicable Rate was in effectcommitting to make funds available to the Borrowers as described herein and for no other purposes.

Unused Commitment Fee. The Borrower shall agrees to pay in immediately available Dollars: (a) to the Administrative Agent for the account of each Revolving Tranche A Lender in accordance with its Applicable Revolving Percentage, a commitment fee equal to the Applicable Rate times on the actual daily amount by which the Revolving Facility Credit Commitment of such Tranche A Lender exceeds such Tranche A Lender’s Ratable Portion of the sum of (i) the Outstanding Amount aggregate outstanding principal amount of Revolving Tranche A Loans and (ii) the Outstanding Amount outstanding amount of L/C Obligations, subject to adjustment as provided in Section 2.15 the aggregate Letter of Credit Obligations (the “Unused Revolving Tranche A Commitment Fee”) from the Effective Date through the Revolving Credit Termination Date at 0.375% per annum, payable in arrears (A) on the first Business Day of each calendar month, commencing on the first such Business Day following the Effective Date and (B) on the Revolving Credit Termination Date and (b) to each Tranche A-1 Lender a commitment fee on the actual daily amount by which the Revolving Credit Commitment of such Tranche A-1 Lender exceeds such Tranche A-1 Lender’s Ratable Portion of the aggregate outstanding principal amount of Tranche A-1 Loans (the “Unused Tranche A-1 Commitment Fee”) from the Effective Date through the Revolving Credit Termination Date at 0.375% per annum, payable in arrears (i) on the first Business Day of each calendar month, commencing on the first such Business Day following the Effective Date and (ii) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and the amount of any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the Borrower. For the avoidance of doubt, from the Outstanding Amount date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Swingline Loans Unused Commitment Fees shall resume but the Borrower shall not be counted towards required to pay a “cure” amount or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period any arrearage with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time period during which one or more of the conditions in Article 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, in the case of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused 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 Lender was in effecta Defaulting Lender.

Unused Commitment Fee. The Borrower shall Domestic Borrowers jointly and severally agree to pay to the Administrative Agent Agent, for the account of each Revolving Lender in accordance with its Applicable Revolving Percentagethe Domestic Lenders, a commitment fee equal and the Multicurrency Borrowers jointly and severally agree to the Applicable Rate times the actual daily amount by which the Revolving Facility 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 (the “Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent Agent, for the account of each applicable Term Lender the Multicurrency Lender, in accordance with its Applicable Percentage each Lender’s respective Pro Rata Shares of the Delayed Draw Term Loan Commitmentapplicable Credit Facility, a commitment fee equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The , in each case accruing from the Closing Date at a per annum rate equal to the Applicable Unused Commitment Fee shall accrue at all times during Rate in effect as of the payment date set forth below, on the average amount by which (i) the Availability Period Commitment under the applicable Credit Facility exceeds (ii) an amount equal to the Credit Facility Outstandings under such Credit Facility less the Letter of Credit Obligations set forth in clause (c) of the definition thereof to the extent included in the determination of Credit Facility Outstandings, for the period commencing on the Closing Date and ending on the Termination Date, the accrued portion of such fee being payable (A) monthly, in arrears, on the first Business Day of the immediately succeeding calendar month, commencing on the first such day after the Closing Date and (B) on the Termination Date; provided, that subsequent to the date on which the Domestic Lenders fund their participations in the Multicurrency Facility, the Unused Commitment Fee on the Multicurrency Facility shall be ratably distributed among the Domestic Lenders to the extent of their funded participations. Notwithstanding the foregoing, no Defaulting Lender shall be entitled to any Unused Commitment Fees with respect to its Commitment under the Revolving applicable Credit Facility until such Lender ceases to be a Defaulting Lender in accordance with Section 3.02(b)(iv)(B), and (ii) the Delayed Draw Availability Period no Borrower shall be required to pay any Unused Commitment Fees with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of the conditions in Article 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 Credit Facility to occur after the Closing Date, and, in the case of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused 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 such Lender for each period during such quarter that such Applicable Rate was in effectperiod.

Unused Commitment Fee. Each Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentagethe Lenders, a commitment fee (the “Commitment Fee”) equal to 0.25% per annum (on the basis of actual days elapsed in a year of 360 days) of the average daily balance of the Unused Commitment for each day commencing on and including the Closing Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any calendar month shall be payable on the first Business Day of the immediately succeeding calendar month, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. If the Commitment Fee actually paid by the Borrower is insufficient to pay the Line Fee due the Lenders, the deficiency shall be paid to the Lenders by the Swingline Lender from its own funds (and the Borrower shall have no liability with respect thereto). The Administrative Agent shall pay the Commitment Fee (and any amounts payable by the Swingline Lender hereunder) to the Lenders based upon their Commitment Percentages of the aggregate Line Fee due to all Lenders; provided that for purposes of calculating the share of any Person which is both the Swingline Lender and a Lender, such Person’s share shall be equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum of difference between (i) the Outstanding Amount of Revolving Loans such Person’s Commitment, and (ii) the Outstanding Amount sum of L/C Obligations, subject to adjustment as provided in Section 2.15 (A) such Person’s Commitment Percentage of the “Unused principal amount of Revolving Commitment Fee”). For Loans then outstanding (including the avoidance of doubt, the Outstanding Amount principal amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving then outstanding), and (B) such Person’s Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount then Letter of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of the conditions in Article 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, in the case of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. The Unused 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 effectCredit Outstandings.

Unused Commitment Fee. The Borrower shall agrees to pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, immediately available Dollars a commitment fee equal (the “Unused Commitment Fee”) as follows: (i) to each Revolving Credit Lender (other than the Applicable Rate times Swing Loan Lender), on the actual daily amount by which the Revolving Facility Credit Commitment of such Revolving Credit Lender exceeds such Lender’s Ratable Portion of the sum of (iA) the Outstanding Amount aggregate outstanding principal amount of Revolving Loans and (iiB) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15 (the “Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the outstanding amount of the Delayed Draw Term Loan Commitments aggregate Letter of Credit Obligations from the date hereof to the Revolving Credit Termination Date at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Applicable Unused Commitment Fee shall accrue at all times during (i) Rate, accruing from the Availability Period with respect to date hereof until the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan CommitmentsCredit Termination Date, in each case, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears (x) on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with on the first such date to occur after Business Day following the Closing Date, and, in the case of the Unused Revolving Commitment Fee, Date and (y) on the last day of the Availability Period orRevolving Credit Termination Date; provided, in the case of the Unused Delayed Draw Commitment Feehowever, the last day of the Delayed Draw Availability Period. The that no Unused Commitment Fee shall be calculated quarterly in arrears, and if there is any change in accrue with respect to the Applicable Rate Revolving Credit Commitment of a Defaulting Lender during any quarterperiod that it is a Defaulting Lender until such time as such failure has been cured (as determined by the Administrative Agent and the Borrower); and (ii) to the Revolving Credit Lender that is the Swing Loan Lender or an Affiliate thereof, on the actual daily amount shall be computed by which the Revolving Credit Commitment of such Revolving Credit Lender exceeds the sum of (A) the principal amount of the Swing Loans of the Swing Loan Lender outstanding and multiplied by (B) such Lender’s Ratable Portion of the sum of (1) the aggregate outstanding principal amount of Revolving Loans and (2) the outstanding amount of the aggregate Letter of Credit Obligations from the date hereof to the Revolving Credit Termination Date at the Applicable Rate separately for Unused Commitment Fee Rate, accruing from the date hereof until the Revolving Credit Termination Date, payable in arrears (x) on the last Business Day of each period during calendar quarter, commencing on the first such quarter that such Applicable Rate was in effectBusiness Day following the Closing Date and (y) on the Revolving Credit Termination Date.

Unused Commitment Fee. The Borrower shall agrees to pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Revolving Facility 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 (the “Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the an “Unused Commitment Fee”). The ) equal to the Applicable Fee per annum on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Revolving Commitment terminates; provided that any Unused Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender remains a Defaulting Lender; provided, further, that no Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to on any of the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more Commitments of the conditions in Article IV is not met, and a Defaulting Lender so long as such Lender shall be due and a Defaulting Lender. Accrued Unused Commitment Fees shall be payable quarterly in arrears (A) on the last Business Day day of each March, June, September and DecemberDecember of each year, commencing with on the first such date to occur after the Closing Datedate hereof, and, in the case of the Unused Revolving Commitment Fee, and (B) on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability PeriodRevolving Termination Date. The Unused 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 Fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Rate separately actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Unused Commitment Fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and Letter of Credit Obligations of such Lender (and the Swing Loan obligations of any Lender shall be disregarded for each period during such quarter that such Applicable Rate was in effectall purposes).

Unused Commitment Fee. The Borrower During the Term, the Borrowers shall pay to the Administrative Agent for the account of each Revolving the Lenders, ratably in proportion to their respective Commitments and with respect to that period of time during any applicable Commitment Fee Quarterly Period for which any such Lender in accordance with or Lenders had its Applicable Revolving Percentagerespective Commitment or Commitments outstanding to the effect that the Unused Commitment Fee shall be duly prorated, a an annual commitment fee equal to the Applicable Rate times the actual daily amount by which the Revolving Facility 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 (the “Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during ) in quarterly amounts equal to the product of (i) the Availability Period with respect average daily difference during the three (3) month period immediately preceding the due date of the Unused Commitment Fee installment (each such three month period being the “Commitment Fee Quarterly Period”) between (A) the aggregate amount of the Commitments in effect from time to time, as such may be increased or decreased from time to time pursuant to the Revolving Facility terms of this Agreement, and (B) the Outstanding Balance, multiplied by (ii) thirty basis points (.30%) (or fifteen basis points (.15%) if the Delayed Draw Availability Period with respect to resulting amount of (A) less (B) is less than fifty percent (50%) of the Delayed Draw Term Loan Commitments, Facility Amount) per annum (in each casecase based upon a 360 day year) and (iii) the actual number of days in such three (3) month period. For purposes of calculating the Unused Commitment Fee hereunder, including at any time all Letters of Credit outstanding during which one or more of the conditions in Article IV is not met, and applicable Commitment Fee Quarterly Period under this Agreement 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 deemed to occur after the Closing Date, and, in the case of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Periodbe drawn. The Unused Commitment Fee shall be calculated quarterly payable quarterly, in arrears, on the first Domestic Business Day of each January, April, July, and if there is any change in October during the Applicable Rate during any quarterTerm and on the Maturity Date, commencing January 1, 2007. Notwithstanding the actual daily amount foregoing, (i) the installment of the Unused Commitment Fee payable on January 1, 2007 shall be computed determined for the period commencing on the Closing Date and multiplied by ending on December 31, 2006, and (ii) the Applicable Rate separately installment of the Unused Commitment Fee payable on the Maturity Date shall be prorated for each the period during such quarter that such Applicable Rate was in effectcommencing on the payment date of the last quarterly installment of the Unused Commitment Fee and ending on the Maturity Date.

Unused Commitment Fee. (i) The Borrower Borrowers shall pay to the Administrative Agent Agent, for the account of each the Revolving Lender Lenders in accordance with its Applicable their respective Revolving PercentageLoan Pro Rata Shares, a commitment fee equal to an Unused Commitment Fee, accruing on the Applicable Rate times the actual daily average amount by which the Revolving Facility exceeds Credit Commitments exceed the sum of (iA) the Outstanding Amount outstanding principal amount of the Revolving Loans Loans, plus (B) the outstanding Reimbursement Obligations, plus (C) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Closing Date and ending on the Revolving Credit Termination Date, such Unused Commitment Fee being payable (I) quarterly, in arrears, commencing on the first day of the calendar quarter next succeeding the Closing Date and (II) on the Revolving Credit Termination Date. During the period commencing on August 2, 2000 and ending on August 1, 2001, the rate at which the Unused Commitment Fee shall accrue and be payable shall be increased by one-fortieth of one percent (0.025%) for that portion of such period in which Performance Levels 1, 2, or 3 are applicable. (ii) Notwithstanding the Outstanding Amount foregoing, in the event that any Revolving Lender fails to fund its Revolving Loan Pro Rata Share of L/C Obligationsany Revolving Loan requested by the Borrowers which such Lender is obligated to fund under the terms of this Agreement, subject to adjustment as provided in Section 2.15 (the “Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans A) such Lender shall not be counted towards or considered usage entitled to any Unused Commitment Fees with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 4.02(b)(v)(B) and (B) until such time, the Unused Commitment Fee shall accrue in favor of the Revolving Facility for purposes Lenders which have funded their respective Revolving Loan Pro Rata Shares of determining the Unused such requested Revolving Commitment Fee. In additionLoan, the Borrower shall be allocated among such performing Revolving Lenders ratably based upon their respective Revolving Credit Commitments, and shall be calculated based upon the (iii) The Borrowers shall pay to the Administrative Agent Agent, for the account of each applicable the Tranche C Term Lender Lenders in accordance with its Applicable Percentage of the Delayed Draw their respective Tranche C Term Loan CommitmentPro Rata Shares, a commitment fee equal to an Unused Commitment Fee accruing on the Applicable Rate times the amount of the Delayed Draw Tranche C Term Loan Commitments at for the period commencing on the Effective Date and ending on the Funding Date for the Tranche C Term Loans, such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitmentsbeing payable quarterly, in each casearrears, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears commencing 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, in the case of the Unused Revolving Commitment Fee, on the last day of the Availability Period or, in calendar quarter next succeeding the case of Effective Date and on the Unused Delayed Draw Commitment Fee, Funding Date for the last day of the Delayed Draw Availability Period. The Unused 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 effectTranche C Term Loans.

Unused Commitment Fee. The Borrower shall agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under the Revolving Credit Facility in accordance with its Applicable Revolving PercentagePro Rata Share or other applicable share provided for under this Agreement, a an unused commitment fee equal to the Applicable Rate with respect to unused commitment fees for the Revolving Credit Facility times the actual daily amount by which the aggregate amount of the Revolving Credit Commitments for such Facility exceeds the sum of (iA) the Outstanding Amount of Revolving Credit Loans for such Facility (for the avoidance of doubt, excluding Swing Line Loans) and (iiB) the Outstanding Amount of L/C Obligations, subject Obligations for such Facility; provided that any unused commitment fee accrued with respect to adjustment as provided in Section 2.15 (any of the “Unused Revolving Commitment Fee”). For Commitments of a Defaulting Lender during the avoidance of doubt, period prior to the Outstanding Amount of Swingline Loans time such Lender became a Defaulting Lender and unpaid at such time shall not be counted towards or considered usage payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; provided, further, that no unused commitment fee shall accrue on any of the Revolving Facility for purposes Commitments of determining the Unused Revolving Commitment Feea Defaulting Lender so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a The unused commitment fee equal to on the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee Credit Facility shall accrue at all times during (i) from the Availability Period with respect to Closing Date until the Maturity Date for the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each caseCredit Facility, including at any time during which one or more of the conditions in Article 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, in the case of the Unused Revolving Commitment Fee, and on the last day of Maturity Date for the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability PeriodRevolving Credit Facility. The Unused Commitment Fee unused 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.