Common use of Unused Commitment Fee Clause in Contracts

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), Borrower shall pay to Administrative Agent, for the account of each Committed Lender, an unused commitment fee which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar quarter between (A) such Committed Lender’s Commitment and (B) such Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar quarter (such product the “Unused Commitment”), and (ii) the rate equal to 0.25% per annum. The unused commitment fee shall be payable in arrears on the first (1st) Business Day of each calendar quarter for the preceding calendar quarter and on the Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date. Notwithstanding anything herein the contrary, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfied.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), The Borrower shall pay to Administrative Agent, Agent a fee (the “Unused Commitment Fee”) for the account of each Committed LenderRevolving Lender (other than Non-Funding Lenders, an unused commitment fee which shall accrue at a rate per annum equal subject to the product of: terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily difference balance of the Revolving Loan Commitment of such Revolving Lender during the immediately preceding calendar quarter between (A) such Committed Lender’s Commitment and (B) such Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar quarter (such product the “Unused Commitment”)quarter, and 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, (iii) multiplied by the Applicable Margin with respect to the Unused Commitment Fee rate then in effect. The total Unused Commitment Fee paid by the Borrower will be equal to 0.25% per annumthe sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). The unused commitment Such fee shall be payable quarterly in arrears on the first (1st) Business Day after the end of each calendar quarter quarter, commencing with the first such date to occur after the Closing Date. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for the preceding calendar quarter account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the Maturity Date for basis of a 360-day year and actual days elapsed. For the period from avoidance of doubt, the end outstanding amount of Swing Loans shall not be counted towards or considered usage of the preceding calendar quarter until the Maturity Date. Notwithstanding anything herein the contrary, Swingline Loans will not be deemed to be utilization Revolving Loan Commitments for purposes of calculating determining the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfiedUnused Commitment Fee.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), The Borrower shall pay to Administrative Agent, the Agent a fee (the “Unused Commitment Fee”) for the account of each Committed Lender, Revolving Lender (other than Non-Funding Lenders) in an unused commitment fee which shall accrue at a rate per annum amount equal to the product of: to: (i) the average daily difference balance of the Revolving Loan Commitment of such Revolving Lender during the immediately preceding calendar quarter between quarter, less the sum of (Ax) the daily balance of all Revolving Loans held by such Committed Revolving Lender plus (y) the daily amount of Letter of Credit Obligations held by such Revolving Lender’s Commitment and (B) such Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar quarter (such product the “Unused Commitment”), and , (ii) multiplied by the rate Applicable Margin with respect to the Unused Commitment Fee then in effect. The total Unused Commitment Fee paid by the Borrower will be equal to 0.25% per annumthe sum of all of the Unused Commitment Fees due to the respective Lenders, in each case, subject to Section 1.11(e)(vi). The unused commitment fee Such Unused Commitment Fees shall be payable quarterly in arrears on the first (1st) last Business Day of each calendar quarter for commencing with the preceding calendar quarter ending on or about September 30, 2017. The Unused Commitment Fees provided in this Section 1.9(b) shall accrue at all times from and on after the Maturity Date for execution and delivery of this Agreement. For purposes of this Section 1.9(b), the period from the end Revolving Loan Commitment of the preceding calendar quarter until the Maturity Date. Notwithstanding anything herein the contrary, Swingline Loans will not any Non-Funding Lender shall be deemed to be utilization for purposes of calculating zero, except to the unused commitment fees above. Borrower extent such Revolving Loan Commitment shall have been reallocated to another Revolving Lender pursuant to and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfiedaccordance with this Agreement.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject Subject to Section 2.15(a)(iii1.11(e), the Borrower shall pay to Administrative Agent, the Revolver Agent a fee (the “Unused Commitment Fee”) for the account of each Committed Lender, Revolving Lender in an unused commitment fee which shall accrue at a rate per annum amount equal to the product of: to: (i) the average daily difference balance of the Revolving Loan Commitment of such Revolving Lender during the immediately preceding calendar quarter between quarter, less (Aii) the sum of (x) the daily balance of all Revolving Loans held by such Committed Revolving Lender plus (y) the daily amount of Letter of Credit Obligations held by such Revolving Lender’s Commitment and , plus (Bz) in the case of the Swingline Lender, the daily balance of all outstanding Swing Loans held by such Committed Swingline Lender’s Lender Group’s outstanding Principal Obligation , in each case, during such the preceding calendar quarter quarter; provided, in no event shall the amount computed pursuant to clauses (such product the “Unused Commitment”), i) and (ii) with respect to the rate equal to 0.25% Swingline Lender be less than zero, (iii) multiplied by one half of one percent (0.5%) per annum. The unused commitment total Unused Commitment Fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(vi). Such fee shall be payable quarterly in arrears on the first (1st) Business Day day of each calendar quarter for following the preceding calendar quarter date hereof. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue at all times from and on after the Maturity Date for the period from the end execution and delivery of the preceding calendar quarter until the Maturity Date. Notwithstanding anything herein the contrary, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfiedthis Agreement.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), The Borrower shall pay to Administrative the Agent, for the account of each Committed Lenderthe Lenders based on their respective Pro Rata Shares, an unused commitment a fee which shall accrue (the "Unused Commit- ment Fee"), accruing at a rate per annum rate equal to the product of: (i) then applicable Unused Commitment Fee Percentage on the average daily difference during Unused Commitment, such fee being payable monthly, in arrears, com- mencing on and on the immediately preceding calendar quarter between first day of each month thereafter. 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 Committed Lender’s Lender shall not be entitled to any portion of the Unused Commit- ment Fee with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 4.2(b)(v)(B) and (B) until such Committed Lender’s Lender Group’s outstanding Principal Obligation during time, the Unused Commitment Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such calendar quarter (such product the “Unused Commitment”)requested Loan, and (ii) the rate equal to 0.25% per annum. The unused commitment fee shall be payable in arrears on the first (1st) Business Day of each calendar quarter for the preceding calendar quarter and on the Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date. Notwithstanding anything herein the contraryallocated among such performing Lenders ratably based upon their relative Revolving Credit Commitments, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not calculated based upon the conditions precedent in Section 7.02 are satisfiedaverage amount by which the aggregate Revolving Credit Commitments of such perform- ing Lenders exceeds the sum of the outstanding principal amount of the Loans owing to such performing Lenders.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), Borrower shall pay to Administrative Agent, for the account of each Committed Lender, an unused commitment fee which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar quarter between (A) such Committed Lender’s Commitment and (B) such Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar quarter (such product the “Unused Commitment”), and (ii) the rate equal to 0.250.20% per annum. The unused commitment fee shall be payable in arrears on the first (1st) Business Day of each calendar quarter for the preceding calendar quarter and on the Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date. Notwithstanding anything herein the contrary, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfied.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), Borrower shall pay to Administrative Agent, for the account of each Committed Lender, an unused commitment fee which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar quarter between (A) such Committed Lender’s Commitment and (B) such Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar quarter (such product the “Unused Commitment”), and (iiii)(x) if at any time the aggregate Unused Commitment is equal to or less than fifty percent (50%) of the Maximum Commitment, then the rate equal to 0.250.40% per annum and (y) at any time the aggregate Unused Commitment is greater than fifty percent (50%) of the Maximum Commitment, then the rate equal to 2.35% per annum. The unused commitment fee shall be payable in arrears on the first (1st) Business Day of each calendar quarter for the preceding calendar quarter and on the Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date. Notwithstanding anything herein the contrary, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfied.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), Borrower The Borrowers shall pay to Administrative Agent, Agent a fee (the “Unused Commitment Fee”) for the account of each Committed Lender, Revolving Lender in an unused commitment fee which shall accrue at a rate per annum amount equal to the product of: to: (i) the average daily difference balances of the Revolving Loan Commitment of such Revolving Lender during the immediately preceding calendar quarter between month, less (Aii) the sum of (x) the average daily balance of all Revolving Loans held by such Committed Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender’s Commitment and (B) such Committed Lender’s Lender Group’s outstanding Principal Obligation , in each case, during such the preceding calendar quarter month (such product result of (x) plus (y) for any applicable period, the “Unused CommitmentUsage”); provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the rate equal to 0.25% Applicable Unused Facility Fee Margin per annum. The unused commitment total fee paid by the Borrowers will be equal to the sum of all of the fees due to the Lenders, subject to subsection 1.11(e)(vi). Such fee shall be payable monthly in arrears on the first (1st) Business Day day of each calendar quarter for month following the preceding calendar quarter date hereof. The Unused Commitment Fee provided in this subsection 1.9(b) shall accrue at all times from and on after the Maturity Date for execution and delivery of this Agreement. For purposes of this subsection 1.9(b), the period from the end Revolving Loan Commitment of the preceding calendar quarter until the Maturity Date. Notwithstanding anything herein the contrary, Swingline Loans will not any Non-Funding Lender shall be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfiedzero.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), (i) The Borrower shall pay to Administrative the Agent, for the account of each Committed Lenderthe Lenders in accordance with their respective Pro Rata Shares, an unused commitment a fee which shall accrue (the "Unused Commitment Fee"), accruing at a the rate of one-half of one percent (0.50%) per annum equal to the product of: (i) on the average daily difference during amount by which the immediately preceding Revolving Credit Commitments exceed the Revolving Credit Obligations for the period commencing on the Closing Date and ending on the Revolving Credit Termination Date, such Unused Commitment Fee being payable (A) quarterly, in arrears, commencing on the last day of the calendar quarter between next succeeding the Closing Date and (B) on the Revolving Credit Termination Date. (ii) 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 Committed Lender’s Lender shall not be entitled to any Unused Commitment Fees with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 3.02(b)(v)(B) and (B) until such Committed Lender’s Lender Group’s outstanding Principal Obligation during time, the Unused Commitment Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such calendar quarter (such product the “Unused Commitment”)requested Loan, and (ii) the rate equal to 0.25% per annum. The unused commitment fee shall be payable in arrears on the first (1st) Business Day of each calendar quarter for the preceding calendar quarter and on the Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date. Notwithstanding anything herein the contraryallocated among such performing Lenders ratably based upon their relative Revolving Credit Commitments, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not calculated based upon the conditions precedent in Section 7.02 are satisfiedaverage amount by which the aggregate Revolving Credit Commitments of such performing Lenders exceeds the outstanding principal amount of the Loans owing to such performing Lenders.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), Borrower The Borrowers shall pay to Administrative Agent, Agent a fee (the “Unused Commitment Fee”) for the account of each Committed Lender, Revolving Lender in an unused commitment fee which shall accrue at a rate per annum amount equal to the product of: to: (i) the average daily difference balance of the Revolving Loan Commitment of such Revolving Lender during the immediately preceding calendar quarter between quarter, less (Aii) the sum of (x) the daily balance of all Revolving Loans held by such Committed Revolving Lender plus (y) the daily amount of Letter of Credit Obligations held by such Revolving Lender’s Commitment and , plus (Bz) in the case of the Swing Lender, the daily balance of all outstanding Swing Loans held by such Committed Swing Lender’s Lender Group’s outstanding Principal Obligation , in each case, during such the preceding calendar quarter quarter; provided, in no event shall the amount computed pursuant to clauses (such product the “Unused Commitment”), i) and (ii) with respect to the rate equal to 0.25% Swing Lender be less than zero, (iii) multiplied by the Applicable Unused Commitment Fee per annum. The unused commitment total Unused Commitment Fee paid by the Borrowers will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 2.11(e)(vi). Such fee shall be payable quarterly in arrears on the first (1st) last Business Day of each calendar quarter for following the preceding calendar quarter date hereof. The Unused Commitment Fee provided in this Section 2.9(b) shall accrue at all times from and on after the Maturity Date for the period from the end execution and delivery of the preceding calendar quarter until the Maturity Date. Notwithstanding anything herein the contrary, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfiedthis Agreement.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), Borrower The Borrowers shall pay to Administrative Agent, Agent a fee (the “Unused Commitment Fee”) for the account of each Committed Lender, Revolving Lender in an unused commitment fee which shall accrue at a rate per annum amount equal to the product ofto: (i) the difference of (A) the average daily difference balance of the Revolving Loan Commitment of such Revolving Lender during the immediately preceding calendar quarter, less (B) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender during the preceding calendar quarter between plus (Ay) the average daily amount of Letter of Credit Obligations held by such Committed Revolving Lender during the preceding calendar quarter, plus (z) in the case of the Swing Lender’s Commitment , the daily balance of all outstanding Swing Loans held by such Swing Lender, in each case, during the preceding calendar quarter; provided that in no event shall the amount computed pursuant to Section 2.9(b)(i)(A) and (BSection 2.9(b)(i)(B) such Committed Lender’s with respect to the Swing Lender Group’s outstanding Principal Obligation during such calendar quarter (such product the “Unused Commitment”)be less than zero, and (ii) the rate equal to multiplied by one quarter of one percent (0.25% %) per annum. The unused commitment total Unused Commitment Fee paid by the Borrowers will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 2.11(e)(vi). Such fee shall be payable quarterly in arrears on the first (1st) Business Day last day of each calendar quarter for following the preceding calendar quarter and on the Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Closing Date. Notwithstanding anything herein the contrary, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfied.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), The Borrower shall pay to Administrative the Agent, for the account of each Committed Lenderthe Lenders based on their respective Pro Rata Shares, an unused commitment a fee which shall accrue at a rate per annum (the "Unused Commitment Fee"), equal to the product of: of (i) the average daily difference during the immediately preceding calendar quarter between (A) such Committed Lender’s Commitment the Commitments and (B) the Outstanding Balance (as such Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar quarter (such product the “Unused Commitment”may be reduced in accordance with Section 4.1(d) hereof), and (ii) 0.20% on a 360-day year basis, and (iii) the rate equal to 0.25% per annum. The unused commitment actual number of days in such calendar quarter, such fee shall be being payable quarterly, in arrears arrears, commencing on the first (1st) Business Day day of the calendar quarter next succeeding the Closing Date, and on the first day of each calendar quarter for thereafter. Notwithstanding the preceding calendar quarter and on foregoing, in the Maturity Date for event that any Lender fails to fund its Pro Rata Share of any Loan requested by the period from Borrower which such Lender is obligated to fund under the end terms of this Agreement, (A) such Lender shall not be entitled to any portion of the preceding calendar quarter Unused Commitment Fee with respect to its Commitment until such failure has been cured and (B) until such time, the Maturity Date. Notwithstanding anything herein Unused Commitment Fee shall accrue in favor of the contrary, Swingline Loans will not be deemed to be utilization for purposes Lenders which have funded their respective Pro Rata Shares of calculating the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes such requested Loan and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfiedallocated among such performing Lenders ratably based upon their relative Commitments.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), Borrower shall pay to Administrative Agent, for the account of each Committed Lender, an unused commitment fee which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar quarter between (A) such Committed Lender’s Commitment and (B) such Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar quarter (such product the “Unused Commitment”), and (iiii)(x) if at any time the aggregate Unused Commitment is equal to or less than 50% of the Maximum Commitment, then the rate equal to 0.25% per annum and (y) at any time the aggregate Unused Commitment is greater than 50% of the Maximum Commitment, then the rate equal to 0.35% per annum. The unused commitment fee shall be payable in arrears on the first (1st) Business Day of each calendar quarter for the preceding calendar quarter and on the Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date. Notwithstanding anything herein the contrary, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfied.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), The Borrower shall pay to Administrative Agent, Agent a fee (the “Unused Commitment Fee”) for the account of each Committed Revolving Lender (subject to subsection 1.11(e)(vi) with respect to any Non-Funding Lender, ) in an unused commitment fee which shall accrue at a rate per annum amount equal to the product of: to: (i) the average daily difference balances of the Revolving Loan Commitment of such Revolving Lender during the immediately preceding calendar quarter between month, less (Aii) the sum of (x) the average daily balance of all Revolving Loans held by such Committed Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender’s Commitment and , plus (Bz) in the case of the Swing Line Lender, the average daily balance of all outstanding Swing Loans held by such Committed Swing Line Lender’s Lender Group’s outstanding Principal Obligation , in each case, during such the preceding calendar quarter month; provided, in no event shall the amount computed pursuant to clauses (such product the “Unused Commitment”), i) and (ii) the rate equal to 0.25% be less than zero, (iii) multiplied by one-half percent (0.5%) per annum. The unused commitment total fee paid by the Borrower will be equal to the sum of all of the fees due to the Lenders, subject to subsection 1.11(e)(vi). Such fee shall be payable monthly in arrears on the first (1st) Business Day day of the calendar month following the date hereof and the first day of each calendar quarter for month thereafter. The Unused Commitment Fee provided in this subsection 1.9(b) shall accrue at all times from and after the preceding calendar quarter execution and on delivery of this Agreement. For purposes of this subsection 1.9(b), the Maturity Date for the period from the end Revolving Loan Commitment of the preceding calendar quarter until the Maturity Date. Notwithstanding anything herein the contrary, Swingline Loans will not any Non-Funding Lender shall be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfiedzero.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii2.12(a)(iii), Borrower Borrowers shall pay to (a) Administrative Agent, for the account of each Committed Lender or (b) if directed by Administrative Agent at such times as there is only one (1) Lender, such Lender at its Lending Office, an unused commitment fee (an “Unused Commitment Fee”) which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar quarter month between (A) such Committed Lender’s Commitment and (B) such Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar quarter month (such product the “Unused Commitment”), and (ii) (A) prior to the rate date that is six months after the Effective Date, fifty basis points (0.50%) per annum, and (B) thereafter, (I) at any time that the aggregate Unused Commitment is less than or equal to 0.25% thirty percent (30%) of the Maximum Commitment, forty basis points (0.40%) per annum, (II) at any time that the aggregate Unused Commitment is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of the Maximum Commitment, fifty basis points (0.50%) per annum and (III) at any time that the aggregate Unused Commitment exceeds fifty percent (50%) of the Maximum Commitment, one hundred basis points (1.00%) per annum. The unused commitment fee Unused Commitment Fee shall be payable in arrears on the first (1st) Business Day applicable Settlement Date of each calendar quarter month for the preceding calendar quarter month. Borrowers and on the Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date. Notwithstanding anything herein the contrary, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees Unused Commitment Fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower Borrowers as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfiedpurposes.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), Borrower The Borrowers shall pay to Administrative the Agent, for the account ratable benefit of each Committed Lenderthe Revolving Lenders, a fee (the “Unused Commitment Fee”) in an unused commitment fee which shall accrue at a rate per annum amount equal to the product of: to (i) the average daily difference during the immediately preceding calendar quarter between (A) such Committed Lender’s Commitment and (B) such Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar quarter (such product the “Unused Aggregate Revolving Loan Commitment”), and less (ii) the rate sum of (x) the average daily principal balance of all Revolving Loans outstanding plus (y) the average daily amount of Letter of Credit Obligations plus (z) the average daily principal balance of Swing Loans, in each case, during the preceding month (the sum of (x), (y) and (z), the “Average Daily Revolving Amount”), multiplied by the Applicable Commitment Fee Percentage calculated as of the last day of such preceding month. The total fee paid by the Borrowers will be equal to 0.25% per annumthe sum of all of the fees due to the Lenders, subject to subsection 1.11(e)(vi). The unused commitment Such fee shall be payable monthly in arrears on the first (1st) Business Day day of the month following the date hereof and the first day of each calendar quarter for month thereafter. The Unused Commitment Fee provided in this subsection 1.9(b) shall accrue at all times from and after mutual execution and delivery of this Agreement. For purposes of this subsection 1.9(b), the preceding calendar quarter and on the Maturity Date for the period from the end Revolving Loan Commitment of any Non-Funding Lender pursuant to clause (a) of the preceding calendar quarter until the Maturity Date. Notwithstanding anything herein the contrary, Swingline Loans will not definition thereof shall be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfiedzero.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), The Borrower shall pay to Administrative Agent, Agent a fee (the “Unused Commitment Fee”) for the account of each Committed Lender, Revolving Lender in an unused commitment fee which shall accrue at a rate per annum amount equal to the product of: to: (i) the average daily difference balances of the Revolving Loan Commitment of such Revolving Lender during the immediately preceding calendar quarter between month, less (Aii) the sum of (x) the average daily balance of all Revolving Loans held by such Committed Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender’s Commitment and , in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (Bi) such Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar quarter (such product the “Unused Commitment”), and (ii) the rate equal to 0.25% be less than zero, (iii) multiplied by one-half percent (0.5%) per annum. The unused commitment total fee paid by the Borrower will be equal to the sum of all of the fees due to the Lenders, subject to subsection 1.11(e)(vi). Such fee shall be payable monthly in arrears on the first (1st) Business Day day of the calendar month following the date hereof and the first day of each calendar quarter for month thereafter. The Unused Commitment Fee provided in this subsection 1.9(b) shall accrue at all times from and after the preceding calendar quarter execution and on delivery of this Agreement. For purposes of this subsection 1.9(b), the Maturity Date for the period from the end Revolving Loan Commitment of the preceding calendar quarter until the Maturity Date. Notwithstanding anything herein the contrary, Swingline Loans will not any Non-Funding Lender shall be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfiedzero.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), Borrower shall pay to Administrative Agent, for the account of each Committed Lender, an unused commitment fee which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar quarter between (A) such Committed Lender’s Commitment and (B) such Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar quarter (such product the “Unused Commitment”), and (ii) the rate equal to 0.25% per annum. The unused commitment fee shall be payable in arrears on the first (1st) Business Day of each calendar quarter for the preceding calendar quarter and on the Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date. Notwithstanding anything herein the contrary, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and Committed Lenders ▇▇▇▇▇▇▇ acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfied.

Unused Commitment Fee. In addition to From the payments provided for in Section 3 and subject to Section 2.15(a)(iii)Closing Date, Borrower shall be obligated to pay to Administrative Agent, for the account benefit of each Committed Lenderall Revolver Lenders that are neither Defaulting Lenders nor Potential Defaulting Lenders with respect to which any Issuing Lender or Swingline Lender has exercised the right to require cash collateralization pursuant to Subsection 1.17(A)(i) or 1.17(B)(i) from Borrower or such Potential Defaulting Lender (based upon their respective Pro Rata Shares of the Revolver Loan Commitment), a fee (the “Revolver Commitment Fee”) in an unused commitment fee which shall accrue at a rate per annum amount equal to the product of: (i) the Revolver Loan Commitment less the sum of (1) the average daily difference outstanding balance of Revolver Loans (other than the Swingline Loans) plus (2) the average daily outstanding Letter of Credit Usage, in each case during the immediately preceding calendar quarter between (A) such Committed Lender’s Commitment and (B) such Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar quarter (such product the “Unused Commitment”), and multiplied by (ii) the rate equal applicable Commitment Fee Margin as provided in Subsection 1.2(B), calculated on the basis of a 360-day year for the actual number of days elapsed. Such fees are to 0.25% per annum. The unused commitment fee shall be payable paid quarterly in arrears on the first (1st) Business Day last day of each calendar quarter for the preceding such calendar quarter and (or portion thereof), with the final such payment due on the Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Revolver Expiration Date. Notwithstanding anything herein the contrary, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfied.