Common use of Unused Commitment Fee Clause in Contracts

Unused Commitment Fee. The Borrower shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment Fee.

Unused Commitment Fee. Each 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 a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding the Lenders, subject a commitment fee (the "Commitment Fee") equal to 0.25% per annum (on the terms basis of Section 1.11(e)(i)actual days elapsed in a year of 365 or 366 days, as applicable) in an amount equal to: (i) of the average daily balance of the Revolving Loan Unused Commitment for each day commencing on and including the Effective 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 such Revolving Lender during the preceding immediately succeeding calendar quarter, less 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 Lenders, the deficiency shall be paid to the 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 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 Lender, such Person's share shall be equal to the difference between (i) the sum of such Person's Commitment, and (ii) the sum of (xA) such Person's Commitment Percentage of the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily principal amount of Loans then outstanding (including the principal amount of Swingline Loans then outstanding), and (B) such Person's Commitment Percentage of the then 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeOutstandings.

Unused Commitment Fee. The Borrower shall pay to the Administrative Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lendersin accordance with its Applicable Revolving Percentage, subject a commitment fee equal to the terms Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance Outstanding Amount of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, less Loans and (ii) the sum Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15 (xthe “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 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 Availability Period with respect to the Unused Commitment Fee rate then in effect. The total Unused Commitment Fee paid by Revolving Facility and (ii) the Borrower will be equal Delayed Draw Availability Period with respect to the sum of all Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of the Unused Commitment Fees due to the Lendersconditions in Article IV is not met, subject to Section 1.11(e)(i). Such fee and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarterMarch, June, September and December, commencing with the first such date to occur after the Closing Date. The , and, in the case of the Unused Revolving Commitment Fee provided Fee, on the last day of the Availability Period or, in this Section 1.9(b) shall accrue for the account case of each Revolving Lender (other than Non-Funding Lendersthe Unused Delayed Draw Commitment Fee, subject to the terms last day 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 terminateDelayed Draw Availability Period. The Unused Commitment Fee shall be computed on calculated quarterly in arrears, and if there is any change in the basis of a 360-day year and actual days elapsed. For the avoidance of doubtApplicable Rate during any quarter, the outstanding actual daily amount of Swing Loans shall not be counted towards or considered usage of computed and multiplied by the Revolving Loan Commitments Applicable Rate separately for purposes of determining the Unused Commitment Feeeach period during such quarter that such Applicable Rate was in effect.

Unused Commitment Fee. (a) The Borrower shall Borrowers agree to pay to Agent a fee (the “Unused Commitment Fee”) Administrative Agent, for the Pro Rata account of each Revolving Lender (other than Non-Funding Lendersany Defaulting Lender), subject for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the terms Effective Date and continuing through the Revolving 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 Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance unused portion of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i)Amount. Such fee unused commitment fees shall be payable quarterly by the Borrowers in arrears on the last Business Day of each calendar quarterQuarterly Payment Date, commencing with the first such date to occur after Quarterly Payment Date following the Closing Effective Date, and on the Revolving Loan Commitment Termination Date. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for For purposes of calculating the account of each Revolving Lender (other than Non-Funding Lenders, subject to unused commitment fee 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount making of Swing Line Loans by the Swing Line Lender shall not be counted towards or considered constitute the usage of the Revolving Loan Commitments Commitment. (b) The Borrowers agree to pay to the Administrative Agent, for purposes the Pro Rata account of determining each Delayed Draw Term Lender (other than any Defaulting Lender), for the Unused period (including any portion thereof when the Delayed Draw Term Loan Commitment Feeis 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 Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Termination Date.

Unused Commitment Fee. The Borrower Borrowers shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance balances of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quartermonth, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender 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) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i)per annum. Such fee shall be payable quarterly monthly in arrears on February 1, 2012 and the last Business Day first day of each calendar quarter, commencing with the first such date to occur after the Closing Datemonth thereafter. The Unused Commitment Fee provided in this Section subsection 1.9(b) shall accrue for at all times from and after mutual execution and delivery of this Agreement. Following receipt of the account of Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent of, the Unused Commitment Fee and interest received by it on the 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 Lenders, subject to Lender during the terms of Section 1.11(e)(i)) at all times from and including the Closing Date through (but excluding) the date on which period such Revolving Lender is a Non-Funding Lender’s Commitments terminate. The Unused Commitment Fee shall be computed allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the basis Revolver Utilization of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage all of the Revolving Loan Commitments Borrower Groups for purposes of determining the Unused Commitment Feesame period.

Unused Commitment Fee. The Borrower Borrowers shall pay to Agent a fee (the “Unused Commitment Fee”) Administrative Agent, for the account of each Revolving Lender (other than Non-Funding LendersLender, subject a commitment fee at a rate per annum equal to the terms Applicable Unused Commitment Fee in effect from time to time on the unused portion of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the such Lender’s Revolving Loan Commitment of such Revolving Lender during (treating the preceding calendar quarter, 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(ias usage). Such fee shall be payable quarterly monthly in arrears on the last Business Day first day of the calendar month following the date hereof and the first day of each calendar quarter, commencing with the first such date to occur after the Closing Datemonth thereafter. The Applicable Unused Commitment Fee provided in this Section subsection 1.9(b) shall accrue for at all times from and after mutual execution and delivery of this Agreement. Following receipt of the account of Applicable Unused Commitment Fee, Administrative Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans, and other than any Non-Funding LendersLender from and after the date such Lender became a Non-Funding Lender and regardless of whether such Non-Funding Lender’s Commitment has been terminated) from, subject and to the terms of Section 1.11(e)(i)) at all times from and including extent of, the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Applicable Unused Commitment Fee shall be computed and interest received by it on the basis Swing Loans an amount equal to its pro rata share of a 360-day year and actual days elapsed. For the avoidance of doubt, Applicable Unused Commitment Fee calculated as if the outstanding amount average daily balance of Swing Loans shall not be counted towards or considered usage of for the Revolving Loan Commitments for purposes of determining the Unused Commitment Feepreceding calendar month had been zero.

Unused Commitment Fee. The Borrower shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last first Business Day after the end of each calendar 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 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment Fee.

Unused Commitment Fee. Each 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 a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding the Lenders, subject a commitment fee (the "Commitment Fee") equal to 0.375% per annum (on the terms basis of Section 1.11(e)(i)actual days elapsed in a year of 360 days) in an amount equal to: (i) of the average daily balance of the Revolving Loan 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 such Revolving Lender during the preceding immediately succeeding calendar quarter, less 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 Lenders, the deficiency shall be paid to the 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 Lenders based upon their Commitment Percentage 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 difference between (i) such Person's Commitment, and (ii) the sum of (xA) such Person's Commitment Percentage of the average daily balance principal amount of all Revolving Loans held by such Revolving Lender plus then outstanding (y) including the average daily principal amount of Swingline Loans then outstanding), and (B) such Person's Commitment Percentage of the then 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeOutstandings.

Unused Commitment Fee. The Borrower Borrowers shall pay to Agent the Administrative Agent, for the account of the Lenders in accordance with their respective Revolving Credit Pro Rata Shares, a fee (the “"Revolving Credit Unused Commitment Fee”") for accruing from the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, 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 Closing Date at the Unused Commitment Fee rate then Rate on the average amount by which the Revolving Credit Commitments exceed the 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 (A) quarterly, in effect. The total Unused Commitment Fee paid by arrears, on the Borrower will be equal to the sum of all first day of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar immediately 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). The Borrowers shall pay to the European Overdraft Bank a fee accruing from the Closing Date at the Unused Commitment Fee provided in this Section 1.9(b) shall accrue Rate on the average amount by which the European Overdraft Commitment exceeds the European Overdraft Obligations for the 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 period commencing on the Closing Date through and ending on the Revolving Credit Termination Date, the accrued portion of such fee being payable (but excludingA) quarterly, in arrears, on the first day of the immediately succeeding quarter, commencing on the first such day after the Closing Date and (B) on the Revolving Credit Termination Date (whether or not such date on occurs on, before or after the Closing Date). Notwithstanding the foregoing, in the event that any Lender fails to fund its Revolving Credit Pro Rata Share of any Revolving Loan requested by any Borrower which such Revolving Lender’s Commitments terminate. The Lender is obligated to fund under the terms hereof, such Lender shall not be entitled to any Unused Commitment Fee shall be computed on with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 3.02(b)(v)(B), and the basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans Borrowers shall not be counted towards or considered usage of the required to pay any Revolving Loan Commitments for purposes of determining the Credit Unused Commitment FeeFee to such Lender for such period.

Unused Commitment Fee. The (i) Borrower shall pay to Agent a fee (the “Unused Revolving Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i1) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarterFiscal Quarter, less (ii2) 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 Swingline Loans held by such Swingline Lender, in each case, during the preceding Fiscal Quarter; provided, that in no event shall the amount computed pursuant to clauses (1) and (2) with respect to Swingline Lender be less than zero; (3) multiplied by one-half of one percent (0.50%) per annum. (ii) Borrower shall pay to Agent a fee (the “Unused CAPEX Commitment Fee”) for the account of each CAPEX Lender in an amount equal to (1) the average daily balance of the Available CAPEX Loan Balance of such CAPEX Lender during the preceding Fiscal Quarter, (iii2) multiplied by the Applicable Margin with respect to the Unused Commitment Fee rate then in effectthree-quarters of one percent (0.75%) per annum. The total Unused Revolving Commitment Fee and Unused CAPEX Commitment Fee paid by the Borrower will be equal to the sum of all of the Unused Revolving Commitment Fees and Unused CAPEX Commitment Fees due to the Lenders, subject to Section 1.11(e)(i1.11(e)(vi). Such fee shall be payable quarterly in arrears on the last Business Day first day of the Fiscal Quarter following the date hereof and the first day of each calendar quarter, commencing with the first such date to occur after the Closing DateFiscal Quarter thereafter. The Unused Revolving Commitment Fee and Unused CAPEX Commitment Fee provided in this Section 1.9(b) shall accrue for the 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 after 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeDate.

Unused Commitment Fee. The During the time, from time to time, that the Borrower fails to maintain an Investment Grade Credit Rating, the Borrower shall pay to Agent the Payment and Disbursement Agent, for the account of the Lenders based on their respective Pro Rata Shares, a fee (the “"Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders"), subject accruing at a per annum rate equal to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, 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 then applicable Unused Commitment Fee rate then Percentage on the Unused Facility, such fee being payable quarterly, in effect. The total Unused Commitment Fee paid by arrears, commencing on the first day of the fiscal quarter next succeeding the date that the Borrower will be equal fails to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears maintain an Investment Grade Credit Rating and on the last Business Day first day of each calendar 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, 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 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 payable only for the basis portion of a 360-day year and actual days elapsedsuch fiscal quarter during which Borrower failed to maintain an Investment Grade Credit Rating. For Notwithstanding the avoidance foregoing, in the event that any Lender fails to fund its Pro Rata Share of doubtany Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, the outstanding amount of Swing Loans (A) such Lender shall not be counted towards or considered usage entitled to any portion of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeFee 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 time, the Unused Commitment Fee shall accrue in favor of the Lenders 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 calculated based upon the average amount by which the aggregate Revolving Credit Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, and (II) the outstanding Reimbursement Obligations owing to such performing Lenders, and (III) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.1(e) with respect to undrawn and outstanding Letters of Credit.

Unused Commitment Fee. The Borrower shall agrees to pay to the Agent for the account of each Lender a commitment fee (the an “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject equal to the terms of Section 1.11(e)(i)) in an amount equal to: (i) Applicable Fee per annum on the average daily balance 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 on any of the Revolving Loan Commitment Commitments of a Defaulting Lender so long as such Revolving Lender during the preceding calendar quarter, 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 shall be a Defaulting 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 the sum of all of the Accrued Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears (A) on the last Business Day day of March, June, September and December of each calendar quarteryear, commencing with on the first such date to occur after the Closing date hereof, and (B) on the Revolving Termination Date. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for the 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 Fees shall be computed on the basis of a 360-year of 360 days and shall be payable for the actual number of days elapsed (including the first day year and actual days elapsedbut 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 avoidance extent of doubt, the outstanding amount Revolving Loans and Letter of Credit Obligations of such Lender (and the Swing Loans Loan obligations of any Lender shall not be counted towards or considered usage of the Revolving Loan Commitments disregarded for purposes of determining the Unused Commitment Feeall purposes).

Unused Commitment Fee. The Borrower During the Term, the Borrowers shall pay Administrative Agent for the account of the Lenders, ratably in proportion to Agent a their respective Commitments and with respect to that period of time during any applicable Commitment Fee Quarterly Period for which any such Lender or Lenders had its respective Commitment or Commitments outstanding to the effect that the Unused Commitment Fee shall be duly prorated, an annual commitment fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject in quarterly amounts equal to the terms product of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender difference during the three (3) month period immediately preceding calendar quarter, less (ii) the sum due date 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 installment (each such three month period being the “Commitment Fee paid by Quarterly Period”) between (A) the Borrower will be equal to the sum of all aggregate amount of the Unused Commitment Fees due Commitments in effect from time to the Lenderstime, subject as such may be increased or decreased from time to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 account of each Revolving Lender (other than Non-Funding Lenders, subject time pursuant to the terms of Section 1.11(e)(i)) at all times from this Agreement, and including the Closing Date through (but excludingB) the date on which Outstanding Balance, multiplied by (ii) thirty basis points (.30%) (or fifteen basis points (.15%) if the resulting amount of (A) less (B) is less than fifty percent (50%) of the Facility Amount) per annum (in each case based upon a 360 day year) and (iii) the actual number of days in such Revolving Lender’s Commitments terminatethree (3) month period. For purposes of calculating the Unused Commitment Fee hereunder, all Letters of Credit outstanding during the applicable Commitment Fee Quarterly Period under this Agreement shall be deemed to be drawn. The Unused Commitment Fee shall be computed payable quarterly, in arrears, on the basis first Domestic Business Day of a 360-day year each January, April, July, and actual days elapsedOctober during the Term and on the Maturity Date, commencing January 1, 2007. For Notwithstanding the avoidance foregoing, (i) the installment of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeFee payable on January 1, 2007 shall be determined for the period commencing on the Closing Date and ending on December 31, 2006, and (ii) the installment of the Unused Commitment Fee payable on the Maturity Date shall be prorated for the period commencing 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 Agent a fee (the “Unused Commitment Fee”) Administrative Agent, for the account of each the Revolving Lender Lenders in accordance with their respective Revolving Loan Pro Rata Shares, an Unused Commitment Fee, accruing on the average amount by which the Revolving Credit Commitments exceed the sum of (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (iA) the average daily balance outstanding principal amount of the Revolving Loan 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 Revolving Lender during the preceding calendar quarterperiod in which Performance Levels 1, less2, or 3 are applicable. (ii) Notwithstanding the sum of (x) foregoing, in the average daily balance of all Revolving Loans held by such event that any Revolving Lender plus fails to fund its Revolving Loan Pro Rata Share of any Revolving Loan requested by the Borrowers which such Lender is obligated to fund under the terms of this Agreement, (yA) such 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 4.02(b)(v)(B) and (B) until such time, the average daily amount Unused Commitment Fee shall accrue in favor of Letter the Revolving Lenders which have funded their respective Revolving Loan Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Lenders ratably based upon their respective Revolving Credit Obligations held by such Revolving Lender,Commitments, and shall be calculated based upon the (iii) multiplied by the Applicable Margin with respect The Borrowers shall pay to the Unused Commitment Fee rate then in effect. The total Unused Commitment Fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees due to the LendersAdministrative Agent, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 account of each Revolving Lender (other than Non-Funding Lendersthe Tranche C Term Lenders in accordance with their respective Tranche C Term Loan Pro Rata Shares, 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 an Unused Commitment Fee shall be computed accruing on the basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Tranche C Term Loan Commitments for purposes of determining the period commencing on the Effective Date and ending on the Funding Date for the Tranche C Term Loans, such Unused Commitment FeeFee being payable quarterly, in arrears, commencing on the first day of the calendar quarter next succeeding the Effective Date and on the Funding Date for the Tranche C Term Loans.

Unused Commitment Fee. The (a) In addition to the payments provided for in Section 3 hereof, the Borrower shall pay or cause to Agent a fee (be paid to the “Unused Commitment Fee”) Administrative Agent, for the account of each Revolving Lender (other than Non-Funding LendersLender, subject according to the terms of Section 1.11(e)(i)) in its Pro Rata Share, an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) unused commitment fee on the average daily amount of Letter the Maximum Commitment less the Dollar Equivalent of Credit the Principal Obligations held by outstanding on such Revolving Lender, date (iiithe “Unused Portion”), during the immediately preceding calendar quarter at the rate of (a) multiplied by the Applicable Margin with respect to 40 basis points (0.40%) per annum when the Unused Commitment Fee rate then in effect. The total Unused Commitment Fee paid by the Borrower will be Portion is less than or equal to the sum of all fifty percent (50%) of the Maximum Commitment, or (b) 50 basis points (0.50%) per annum when the Unused Commitment Fees due to Portion is greater than 50 percent (50%) of the LendersMaximum Commitment, subject to Section 1.11(e)(i). Such fee shall be in either case calculated on the basis of actual days elapsed in a year consisting of 360 days, in each case, payable quarterly in arrears on the last fifteenth (15th) Business Day of each calendar quarter for the preceding calendar quarter, commencing with the first such date to occur after the Closing Date. The unused commitment fee shall accrue at all times during the Commitment Period, shall be calculated on an average daily basis and shall be payable in Dollars. The Borrower and the Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the Borrower as described herein and for no other purposes. (b) Any such unused commitment fees accrued pursuant to Section 2.12(a) above shall be paid in cash, unless the Borrower delivers written notice to the Administrative Agent not later than 2:00 p.m. (New York time) three (3) Business Days prior to any payment date for unused commitment fees pursuant to Section 2.12(a) above that it elects to capitalize such fees as a Loan, then the amount of such fees shall be capitalized and deemed to be a Loan under this Credit Agreement (each such Loan, a “Capitalized Unused Commitment Fee Loan”); provided that on any such payment date for unused commitment fees pursuant to Section 2.12(a) above, (i) no Event of Default or Potential Default shall have occurred and be continuing, (ii) each of the representations and warranties set forth herein and in this Section 1.9(bthe other Loan Documents shall be true and correct in all material respects (except that any representation (or portion thereof, as applicable) qualified as to “materiality” or “Material Adverse Effect” shall accrue for be true and correct in all respects as so qualified) on and as of such date, with the account same force and effect as if made on and as of each Revolving Lender such date (other than Non-Funding Lenders, subject except to the terms extent of Section 1.11(e)(ichanges in facts or circumstances that have been disclosed to the Administrative Agent in writing and do not constitute an Event of Default or Potential Default or to the extent such representations and warranties expressly relate to an earlier or other specific date), and (iii) at all times from no Excess Prepayment Event shall have occurred and including the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminatebe continuing as a result thereof. The initial Capitalized Unused Commitment Fee Loan hereunder shall be computed a new Loan bearing interest based on Daily Simple RFR for Dollars. Any subsequent Capitalized Unused Commitment Fee Loan, unless otherwise specified by the Borrower in writing, shall become part of the initial Capitalized Unused Commitment Fee Loan, on the basis of a 360-day year same terms and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the conditions as such initial Capitalized Unused Commitment FeeFee Loan.

Unused Commitment Fee. The Borrower (i) Borrowers shall pay to Agent a fee (the “Unused Revolving Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i1) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarterFiscal Quarter, less (ii2) 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 Swingline Loans held by such Swingline Lender, in each case, during the preceding Fiscal Quarter; provided, that in no event shall the amount computed pursuant to clauses (1) and (2) with respect to Swingline Lender be less than zero; (3) multiplied by one-half of one percent (0.50%) per annum. (ii) Borrowers shall pay to Agent a fee (the “Unused CAPEX Commitment Fee”) for the account of each CAPEX Lender in an amount equal to (1) the average daily balance of the Available CAPEX Loan Balance of such CAPEX Lender during the preceding Fiscal Quarter, (iii2) multiplied by the Applicable Margin with respect to the Unused Commitment Fee rate then in effectthree-quarters of one percent (0.75%) per annum. The total Unused Revolving Commitment Fee and Unused CAPEX Commitment Fee paid by the Borrower Borrowers will be equal to the sum of all of the Unused Revolving Commitment Fees and Unused CAPEX Commitment Fees due to the Lenders, subject to Section 1.11(e)(i1.11(e)(vi). Such fee shall be payable quarterly in arrears on the last Business Day first day of the Fiscal Quarter following the date hereof and the first day of each calendar quarter, commencing with the first such date to occur after the Closing DateFiscal Quarter thereafter. The Unused Revolving Commitment Fee and Unused CAPEX Commitment Fee provided in this Section 1.9(b) shall accrue for the 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 after 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeDate.

Unused Commitment Fee. The Borrower In addition to the payments provided for in Section 3, the Borrowers shall pay or cause to Agent a fee (be paid to the “Unused Commitment Fee”) Administrative Agent, for the account of each Revolving Lender Group, an unused commitment fee at the rate of 20 basis points (other than Non-Funding Lenders, subject to 0.20%) per annum on the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance Commitment of the Revolving Loan Commitment Committed Lenders in such Lender Group which was unused, calculated on the basis of such Revolving Lender during the preceding calendar quarter, less (ii) the sum actual days elapsed in a year consisting 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be 360 days and payable quarterly in arrears on the last first Business Day of each calendar quarter for the preceding calendar quarter; provided that, commencing with notwithstanding anything to the first such date to occur after contrary contained herein or in any other Loan Document, no unused commitment fee shall accrue or be due or owing for a period of sixty (60) days following the Closing Date. The Unused Commitment Fee provided in For purposes of this Section 1.9(b) 2.12, the fee shall accrue be calculated on a daily basis. The Credit Parties and the Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the account of each Revolving Borrowers as described herein and for no other purposes. No Lender Group shall be entitled to receive any unused commitment fee for any period during which the Committed Lender in such Lender Group is a Defaulting Committed Lender (other than Non-Funding Lenders, subject to and 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans Borrowers shall not be counted towards required to pay any such fee that otherwise would have been required to have been paid to such Lender Group) (provided that, for any Lender Group with two or considered usage more Committed Lenders, such Lender Group shall not be entitled to receive any unused commitment fee corresponding to the Commitment of any Committed Lender in such Lending Group that is a Defaulting Committed Lender, but shall remain entitled to receive any unused commitment fee corresponding to the Revolving Loan Commitments for purposes Commitment of determining the Unused Commitment Feeany Committed Lender in such Lending Group that is not a Defaulting Committed Lender).

Unused Commitment Fee. The Borrower Borrowers shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance balances of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quartermonth, 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 Swing Line Lender, the average daily balance of all outstanding Swing Loans held by such Swing Line Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Margin with respect a percentage per annum equal to the percentage under the “Unused Commitment Fee rate then Fee” heading in effectthe definition of “Applicable Margin”. The total Unused Commitment Fee fee paid by the Borrower Borrowers will be equal to the sum of all of the Unused Commitment Fees fees due to the Lenders, subject to Section 1.11(e)(isubsection 1.11(e)(vi). Such fee shall be payable quarterly monthly in arrears on the last Business Day first day of the calendar month following the date hereof and the first day of each calendar quarter, commencing with the first such date to occur after the Closing Datemonth thereafter. The Unused Commitment Fee provided in this Section subsection 1.9(b) shall accrue for the 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 after 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 basis execution and delivery of a 360-day year and actual days elapsedthis Agreement. For the avoidance purposes of doubtthis subsection 1.9(b), the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes Commitment of determining the Unused Commitment Feeany Non-Funding Lender shall be deemed to be zero.

Unused Commitment Fee. The Borrower (a) Starting on the Closing Date, in addition to the payments provided for in Section 3 hereof, the Borrowers shall pay or cause to Agent a fee (be paid to the “Unused Commitment Fee”) Administrative Agent, for the account of each Revolving Lender (other than Non-Funding LendersLender, subject according to the terms of Section 1.11(e)(i)) in its Pro Rata Share, an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) unused commitment fee on the average daily amount of Letter the Maximum Commitment less the Principal Obligations outstanding on such date (the “Unused Portion”), during the immediately preceding calendar quarter calculated on the basis of Credit Obligations held by such Revolving Lender, actual days elapsed in a year consisting of 360 days at the rate of twenty-five basis points (iii0.25%) 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 the sum of all of the Unused Commitment Fees due to the Lendersper annum, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last fifth Business Day of each calendar quarter for the preceding calendar quarter. For purposes of this Section 2.12, commencing with the first such date to occur after the Closing Datefee shall be calculated on an average daily basis and shall be payable in Dollars. The Borrowers and the Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the Borrowers as described herein and for no other purposes. (b) Notwithstanding anything in this Credit Agreement to the contrary, if any Borrower delivers the Administrative Agent a Request for Borrowing not later than 11:00 a.m. (New York time) three (3) Business Days prior to any payment date for unused commitment fees pursuant to Section 2.12(a) above that it elects to capitalize such fees as a Loan, then the amount of such fees shall be capitalized and deemed to be a Loan under this Credit Agreement (each such Loan, a “Capitalized Unused Commitment Fee Loan”); provided that on any such payment date for unused commitment fees pursuant to Section 2.12(a) above, (i) no Event of Default or Potential Default shall have occurred and be continuing, (ii) each of the representations and warranties set forth herein and in this Section 1.9(b) the other Loan Documents shall accrue for be true and correct in all material respects on and as of such date, with the account same force and effect as if made on and as of each Revolving Lender such date (other than Non-Funding Lenders, subject except to the terms extent of Section 1.11(e)(ichanges in facts or circumstances that have been disclosed to the Administrative Agent in writing and do not constitute an Event of Default or Potential Default or to the extent such representations and warranties expressly relate to an earlier or other specific date), and (iii) at all times from and including the Closing Date through (but excluding) the date on which after giving effect to such Revolving Lender’s Commitments terminate. The Capitalized Unused Commitment Fee Loan, the Principal Obligations as of such date will not exceed the Available Commitment as of such date. The initial Capitalized Unused Commitment Fee Loan hereunder shall be computed a new Loan bearing interest based on Adjusted Term SOFR and unless specified by Borrower in writing shall be deemed to have been borrowed by the Borrowers. Any subsequent Capitalized Unused Commitment Fee Loan, unless otherwise specified by the Borrowers in writing, shall become part of the initial Capitalized Unused Commitment Fee Loan, on the basis of a 360-day year same terms and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the conditions as such initial Capitalized Unused Commitment FeeFee Loan.

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 a fee (the “Unused Commitment Fee”) for the account of each the Revolving Lender (other than Non-Funding Lenders, subject a commitment fee (the "COMMITMENT FEE") equal to 0.375% per annum (on the terms basis of Section 1.11(e)(i)actual days elapsed in a year of 360 days) in an amount equal to: (i) of the average daily balance of the Revolving Loan 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 such Revolving Lender during the preceding immediately succeeding calendar quarter, less 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 difference between (i) the sum of such Person's Revolving Commitment, and (ii) the sum of (xA) such Person's Revolving Commitment Percentage of the average daily balance principal amount of all Revolving Loans held by such Revolving Lender plus then outstanding (y) including the average daily principal amount of Swingline Loans then outstanding), and (B) such Person's Revolving Commitment Percentage of the then 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeOutstandings.

Unused Commitment Fee. The Borrower During the Term, the Borrowers shall pay to Administrative Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding the Lenders, subject 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 or Lenders had its respective Commitment or Commitments outstanding to the terms of Section 1.11(e)(i)effect that the Unused Commitment Fee shall be duly prorated, an annual commitment fee (the "Unused Commitment Fee") in an amount quarterly amounts equal to: to the product of (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender difference during the three (3) month period immediately preceding calendar quarter, less (ii) the sum due date 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 installment (each such three month period being the "Commitment Fee paid by Quarterly Period") between (A) the Borrower will be equal to the sum of all aggregate amount of the Unused Commitment Fees due Commitments in effect from time to the Lenderstime, subject as such may be increased or decreased from time to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 account of each Revolving Lender (other than Non-Funding Lenders, subject time pursuant to the terms of Section 1.11(e)(i)) at all times from this Agreement, and including the Closing Date through (but excludingB) the date on which Outstanding Balance, multiplied by (ii) twenty-five basis points (.25%) (fifteen basis points (.15%) if the resulting amount of (A) less (B) is less than or equal to fifty percent (50%) of the Facility Amount) per annum (in each case based upon a 360 day year) and (iii) the actual number of days in such Revolving Lender’s Commitments terminatethree (3) month period. For purposes of calculating the Unused Commitment Fee hereunder, all Letters of Credit outstanding during the applicable Commitment Fee Quarterly Period under this Agreement shall be deemed to be drawn. The Unused Commitment Fee shall be computed payable quarterly, in arrears, on the basis first Domestic Business Day of a 360-day year each January, April, July, and actual days elapsedOctober during the Term and on the Maturity Date. For Notwithstanding the avoidance foregoing, (i) the installment of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeFee payable on January 1, 2006 shall be prorated for the period commencing on the Closing Date and ending on December 31, 2005, and (ii) the installment of the Unused Commitment Fee payable on the Maturity Date shall be prorated for the period commencing on the payment date of the last quarterly installment of the Unused Commitment Fee and ending on the Maturity Date.

Unused Commitment Fee. The During the time, from time to time, that the Borrower fails to maintain an Investment Grade Credit Rating, the Borrower shall pay to Agent the Payment and Disbursement Agent, for the account of the Lenders based on their respective Pro Rata Shares, a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders"UNUSED COMMITMENT FEE"), subject accruing at a per annum rate equal to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, 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 then applicable Unused Commitment Fee rate then Percentage on the Unused Facility, such fee being payable quarterly, in effect. The total Unused Commitment Fee paid by arrears, commencing on the first day of the fiscal quarter next succeeding the date that the Borrower will be equal fails to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears maintain an Investment Grade Credit Rating and on the last Business Day first day of each calendar fiscal quarter thereafter (and on the Revolving Credit Termination Date, 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, 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 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 payable only for the basis portion of a 360-day year and actual days elapsedsuch fiscal quarter during which Borrower failed to maintain an Investment Grade Credit Rating. For Notwithstanding the avoidance foregoing, in the event that any Lender fails to fund its Pro Rata Share of doubtany Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, the outstanding amount of Swing Loans (A) such Lender shall not be counted towards or considered usage entitled to any portion of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeFee 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 time, the Unused Commitment Fee shall accrue in favor of the Lenders 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 calculated based upon the average amount by which the aggregate Revolving Credit Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, and (II) the outstanding Reimbursement Obligations owing to such performing Lenders, and (III) the aggregate participation interests of such performing Lenders arising pursuant to SECTION 3.1(e) with respect to undrawn and outstanding Letters of Credit.

Unused Commitment Fee. The (i) Accruing from the Closing Date until the Maturity Date, the Borrower shall agrees to pay to the Administrative Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender according to its Pro Rata Share, a nonrefundable unused commitment fee (other than Non-Funding Lenders, subject each a “Unused Commitment Fee”) equal to the terms Applicable Unused Commitment Fee Rate (computed on the basis of Section 1.11(e)(i)) in an amount equal to: (i) a year of 360 days, as the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quartercase may be, 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, (iiiand actual days elapsed) multiplied by the Applicable Margin average daily result of: (A) the Revolving Commitments minus (B) the Revolving Loans minus (C) the Letter of Credit Obligations; provided however, with respect to the Unused Commitment Fee rate then in effect. The total Unused Commitment Fee paid by for the Borrower will account of the Swing Line Lender, such fee shall be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing with the first such date to occur after the Closing Date. The Applicable Unused Commitment Fee provided in this Section 1.9(b) shall accrue for the account of each Revolving Lender Rate (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 basis of a 360-day year of 360 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the Revolving Commitment and the Revolving Credit Facility Usage. For Subject to clause (ii) below, all Unused Commitment Fees shall be payable in arrears on each Interest Payment Date. (ii) Any Unused Commitment Fee accrued with respect to the avoidance corresponding Commitment of doubt, a Defaulting Lender during the outstanding amount of Swing Loans period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be counted towards or considered usage of payable by the Revolving Loan Commitments for purposes of determining Borrower so long as such Lender is a Defaulting Lender (except to the extent that such Unused Commitment FeeFee shall otherwise have been due and payable by the Borrower prior to such time); and no Unused Commitment Fee shall accrue with respect to a Defaulting Lender while such Lender is a Defaulting Lender.

Unused Commitment Fee. (i) The Borrower shall pay to Agent the Agent, for the account of the Revolving Lenders in accordance with their respective Revolving Loan Pro Rata Shares, a fee (the “"Unused Commitment Fee”"), accruing at the rate of one-half of one percent (0.50%) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) per annum on the average daily balance amount by which the Revolving Credit Commitments exceed the sum of (A) the outstanding principal amount of the Revolving Loan 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 Effective Date and ending on the Revolving Credit Termination Date, such Unused Commitment Fee being payable (I) monthly, in arrears, commencing on the first day of such the calendar month next succeeding the Effective Date and (II) on the Revolving Lender during the preceding calendar quarter, lessCredit Termination Date. (ii) Notwithstanding the foregoing, in the event that any Revolving Lender fails to fund its Revolving Loan Pro Rata Share of any Revolving Loan requested by the Borrower which such Revolving Lender is obligated to fund under the terms of this Agreement, (A) such Revolving 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 4.02(b)(v)(B) and (B) until such time, the Unused Commitment Fee shall accrue in favor of the Revolving Lenders which have funded their respective Revolving Loan Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Lenders ratably based upon their relative Revolving Credit Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Credit Commitments of such performing Revolving Lenders exceeds the sum of (x1) the average daily balance outstanding principal amount of all the Revolving Loans held by owing to such performing Revolving Lender plus Lenders, PLUS (y2) the average daily amount outstanding Reimbursement Obligations owing to such performing Revolving Lenders, PLUS (3) the aggregate participation interests of Letter of Credit Obligations held by such performing Revolving Lender, (iiiLenders arising pursuant to SECTION 3.01(e) 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 the sum undrawn and outstanding Letters of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeCredit.

Unused Commitment Fee. The On each Quarterly Date from and after September 30, 2013 and on the Revolving Maturity Date, Borrower shall agrees to pay to Administrative Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lendersthe Swingline Lender in its capacity as such) and Term Lender, subject respectively, in arrears, an unused commitment fee, which shall be equal to the terms of Section 1.11(e)(i)) in an amount equal tofollowing: (i) For Revolving Lenders, the average product of: (A) the daily balance unused amount of the Revolving Loan Commitment of such Revolving Lender (excluding amounts drawn for these purposes and any amounts drawn as Swingline Loans) for each day during the preceding calendar quarterquarter in which such Quarterly Date or Revolving Maturity Date falls and (B) a rate per annum, lessfor each such day, of (i) 0.20% if the daily unused amounts of the Revolving Loan Commitments of all Revolving Lenders on such day represents a total Revolving Credit Exposure of all Revolving Lenders equal to or in excess of fifty percent (50%) of the total Revolving Loan Commitments or (ii) 0.25% if the daily unused amounts of the Revolving Loan Commitments of all Revolving Lenders on such day represents a total Revolving Credit Exposure of all Revolving Lenders that is less than fifty percent (50%) of the total Revolving Loan Commitments, and (ii) for Term Lenders, the sum product of (A) the daily unused amount of the Term Loan Commitment of such Lender for each day during the calendar quarter (or partial calendar quarter) in which such Quarterly Date falls during the six (6) month period following the Effective Date, and (B) a rate per annum, for each such day, of (xi) 0.20% if the average daily balance unused amounts of the Term Loan Commitments of all Revolving Loans held by Term Lenders during such Revolving Lender plus (y) the average daily amount period represent a total Term Credit Exposure 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 all Term Lenders equal to or in excess of fifty percent (50%) of the sum total Term Loan Commitments and (ii) 0.25% if the daily unused amounts of the Term Loan Commitments of all Term Lenders on such day represent a total Term Credit Exposure of all Term Lenders that is less than fifty percent (50%) of the Unused Commitment Fees due total Term Loan Commitments. All unused commitment fees shall begin to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears accrue on the last Business Day of each calendar 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 account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from Effective Date 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 basis of a 360-year of 360 days and shall be payable for the actual number of days elapsed (including the first day year and actual days elapsedbut excluding the last day). For the avoidance purposes of doubtcomputing unused commitment fees, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes Commitment or Term Loan Commitment of determining a Lender shall be deemed to be used to the Unused Commitment Feeextent of the outstanding Revolving Loans (and Letters of Credit) or Term Loans of such Lender, respectively.

Unused Commitment Fee. The Borrower (a) In addition to the payments provided for in Section 3, the Borrowers shall pay or cause to Agent a fee (be paid to the “Unused Commitment Fee”) Administrative Agent, for the account of each Revolving Lender (other than Non-Funding LendersLender, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, 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 unused commitment fee at the Unused Commitment Fee rate then in effect. The total Unused Rate on the Commitment Fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees due to Lenders that was unused (through the Lendersextension of Loans or the issuance of Letters of Credit), subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 either case calculated on the basis of a 360-day year and actual days elapsedelapsed in a year consisting of 360 days, payable in arrears on each Interest Payment Date. For the avoidance purposes of doubtthis Section 2.12, the outstanding fee shall be calculated on a daily basis. The Borrowers and the Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the Borrowers as described herein and for no other purposes. Unused commitment fees shall be payable in Dollars. (b) Notwithstanding anything in this Credit Agreement to the contrary, if a Borrower notifies the Administrative Agent not later than 11:00 a.m. (New York time) three (3) Business Days prior, or such shorter timeframe as the Administrative Agent may agree in its sole discretion, to any payment date for unused commitment fees pursuant to Section 2.12(a) above that it elects to capitalize such fees as a Loan by delivering a Request for Borrowing to the effect thereof, then the amount of Swing such fees shall be capitalized and deemed to be a Loan under this Credit Agreement (each such Loan, a “Capitalized Unused Commitment Fee Loan”); provided that on any such payment date for unused commitment fees pursuant to Section 2.12(a) above, (i) no Event of Default or Potential Default shall have occurred and be continuing, (ii) each of the representations and warranties set forth herein shall be true and correct in all material respects on and as of such date, with the same force and effect as if made on and as of such date (except to the extent of changes and facts or circumstances that have been disclosed to the Lenders in writing and do not constitute an Event of Default or to the extent such representations and warranties expressly relate to an earlier or specific date), and (iii) after giving effect to such Capitalized Unused Commitment Fee Loan, such Borrower has availability hereunder. Capitalized Unused Commitment Fee Loans shall not be counted towards or considered usage subject to the minimum and multiple amount limitations in Section 2.4 hereof. Unless otherwise specified by the Borrowers in writing, any such Capitalized Unused Commitment Fee Loan shall become part of the Revolving existing Loan Commitments upon which it is capitalized, on the same terms and conditions as such existing Loan. In connection with any Request for purposes of determining Borrowing delivered by the Borrowers pursuant to this Section 2.12(b) in connection with a Capitalized Unused Commitment FeeFee Loan, the Borrowers shall not be obligated to deliver a Borrowing Base Certificate attached thereto.

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 a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding the Tranche A Lenders, subject a commitment fee (the "Commitment Fee") equal to 0.50% per annum (on the terms basis of Section 1.11(e)(i)actual days elapsed in a year of 365 or 366 days, as applicable) in an amount equal to: (i) of the average daily balance of the Revolving 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 difference between (i) the sum of such Revolving Lender during the preceding calendar quarterPerson's Tranche A Commitment, less and (ii) the sum of (xA) such Person's Tranche A Commitment Percentage of the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily principal amount of Tranche A Loans then outstanding (including the principal amount of Swingline Loans then outstanding), and (B) such Person's Tranche A Commitment Percentage of the then 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeOutstandings.

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 a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding the Lenders, subject a commitment fee (the "Commitment Fee") equal to 0.375% per annum (on the terms basis of Section 1.11(e)(i)actual days elapsed in a year of 360 days) in an amount equal to: (i) of the average daily balance of the Revolving Loan 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 Revolving Lender during Person's share shall be equal to the preceding calendar quarterdifference between (i) such Person's Commitment, less and (ii) the sum of (xA) such Person's Commitment Percentage of the average daily balance principal amount of all Revolving Loans held by such Revolving Lender plus then outstanding (y) including the average daily principal amount of Swingline Loans then outstanding), and (B) such Person's Commitment Percentage of the then 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeOutstandings.

Unused Commitment Fee. The Borrower shall agrees to pay in immediately available Dollars: (a) to Agent each Tranche A Lender a commitment fee on the actual daily amount by which the Revolving Credit Commitment of such Tranche A Lender exceeds such Tranche A Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Tranche A Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Unused Tranche A Commitment Fee”) for from the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of Effective Date through the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarterCredit Termination Date at 0.375% per annum, 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears (A) on the last first Business Day of each calendar quartermonth, commencing with on the first such date Business Day following the Effective Date and (B) on the Revolving Credit Termination Date and (b) to occur after each Tranche A-1 Lender a commitment fee on the Closing 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. The 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 provided in this Section 1.9(b) shall accrue for the account of each Revolving that otherwise would have been payable to such 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 retained by the basis of a 360-day year and actual days elapsedBorrower. For the avoidance of doubt, from the outstanding amount date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Swing Loans Unused Commitment Fees shall resume but the Borrower shall not be counted towards required to pay a “cure” amount or considered usage of any arrearage with respect to the Revolving Loan Commitments for purposes of determining the Unused Commitment Feeperiod during which such Lender was a Defaulting Lender.

Unused Commitment Fee. The Borrower shall Domestic Borrowers jointly and severally agree to pay to Agent the Administrative 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 Lender, in accordance with each Lender’s respective Pro Rata Shares of the applicable Credit Facility, a fee (the “Unused Commitment Fee”) for ), in each case accruing from the account of each Revolving Lender (other than Non-Funding Lenders, subject Closing Date at a per annum rate equal to the terms Applicable Unused Commitment Fee Rate in effect as of Section 1.11(e)(i)) in an the payment date set forth below, on the average amount equal to: by which (i) the average daily balance of Commitment under the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, less applicable Credit Facility exceeds (ii) an amount equal to the sum of (x) Credit Facility Outstandings under such Credit Facility less 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 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 Revolving Lender, fee being payable (iiiA) multiplied by monthly, in arrears, on the Applicable Margin with respect 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 rate then in effect. The total Unused Commitment Fee paid by on the Borrower will Multicurrency Facility shall be equal ratably distributed among the Domestic Lenders to the sum extent of all of their funded participations. Notwithstanding the foregoing, no Defaulting Lender shall be entitled to any Unused Commitment Fees due with respect to its Commitment under the Lendersapplicable Credit Facility until such Lender ceases to be a Defaulting Lender in accordance with Section 3.02(b)(iv)(B), subject to Section 1.11(e)(i). Such fee and no Borrower shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing with the first such date required to occur after the Closing Date. The pay any Unused Commitment Fee provided in this Section 1.9(b) shall accrue Fees with respect to such Credit Facility to such Lender for the 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment Feeperiod.

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 a fee (the “Unused Commitment Fee”) for the account of each the Revolving Lender (other than Non-Funding Credit Lenders, subject a commitment fee (the "Commitment Fee") equal to 0.25% per annum (on the terms basis of Section 1.11(e)(i)actual days elapsed in a year of 360 days) in an amount equal to: (i) of the average daily balance of the Revolving Loan 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 such Revolving Lender during the preceding immediately succeeding calendar quarter, less 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 difference between (i) such Person's Revolving Credit Commitment, and (ii) the sum of (xA) such Person's Revolving Credit Commitment Percentage of the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily principal amount of Revolving Credit Loans then outstanding (including the principal amount of Swingline Loans then outstanding), and (B) such Person's Revolving Credit Commitment Percentage of the then 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeOutstandings.

Unused Commitment Fee. The (i) Accruing from the Agreement Date until the Maturity Date, the Borrower shall agrees to pay to the Administrative Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender according to its Pro Rata Share, a nonrefundable unused commitment fee (other than Non-Funding Lenderseach a “Unused Commitment Fee”) equal to a rate per annum equal to 0.375% (computed on the basis of a year of 360 days, subject to as the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quartercase may be, 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, (iiiand actual days elapsed) multiplied by the Applicable Margin average daily result of: (A) the Revolving Commitments minus (B) the Revolving Loans minus (C) the Letter of Credit Obligations; provided however, with respect to the Unused Commitment Fee rate then in effect. The 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)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 account of each Revolving Lender (other than Non-Funding Lendersthe Swing Line Lender, 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 fee shall be equal to a rate per annum equal to 0.375% (computed on the basis of a 360-day year of 360 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the Revolving Commitment and the Revolving Credit Facility Usage. For Subject to clause (ii) below, all Unused Commitment Fees shall be payable in arrears on each Interest Payment Date. (ii) Any Unused Commitment Fee accrued with respect to the avoidance corresponding Commitment of doubt, a Defaulting Lender during the outstanding amount of Swing Loans period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be counted towards or considered usage of payable by the Revolving Loan Commitments for purposes of determining Borrower so long as such Lender is a Defaulting Lender (except to the extent that such Unused Commitment FeeFee shall otherwise have been due and payable by the Borrower prior to such time); and no Unused Commitment Fee shall accrue with respect to a Defaulting Lender while such Lender is a Defaulting Lender.

Unused Commitment Fee. The During the time, from time to time, that the Borrower fails to maintain an Investment Grade Credit Rating, the Borrower shall pay to Agent the Payment and Disbursement Agent, for the account of the Lenders based on their respective Pro Rata Shares, a fee (the “"Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders"), subject accruing at a per annum rate equal to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, 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 then applicable Unused Commitment Fee rate then Percentage on the Unused Facility, such fee being payable quarterly, in effect. The total Unused Commitment Fee paid by ar rears, commencing on the first day of the fiscal quarter next succeeding the date that the Borrower will be equal fails to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears maintain an Investment Grade Credit Rating and on the last Business Day first day of each calendar 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, 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 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 payable only for the basis portion of a 360-day year and actual days elapsedsuch fiscal quarter during which Borrower failed to maintain an Investment Grade Credit Rating. For Notwithstanding the avoidance foregoing, in the event that any Lender fails to fund its Pro Rata Share of doubtany Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, the outstanding amount of Swing Loans (A) such Lender shall not be counted towards or considered usage entitled to any portion of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeFee 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 time, the Unused Commitment Fee shall accrue in favor of the Lenders 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 calculated based upon the average amount by which the aggregate Revolving Credit Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, and (II) the outstanding Reimbursement Obligations owing to such performing Lenders, and (III) the aggregate participation inter ests of such performing Lenders arising pursuant to Section 3.1(e) with respect to undrawn and outstanding Letters of Credit.

Unused Commitment Fee. The Borrower shall agrees to pay to Administrative Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in Lenders an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, 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 Fee, at a rate then in effect. The total Unused Commitment Fee paid by the Borrower will be per annum equal to the sum of all of the Applicable Unused Commitment Fees due to the LendersRate, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 calculated on the basis of a 360-day year in accordance with this Section from the date hereof and actual days elapsedto and including the Facility Termination Date, and payable quarterly in arrears on the first day of each January, April, July and October hereafter and on the Facility Termination Date. For the avoidance of doubteach quarter (or portion thereof), the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeFee 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 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 a share of the Unused Commitment Fee in the 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 Commitment Fee is being computed for less than a full quarter, the number used in clause (D) above shall be computed on a daily basis for the number of days for which the fee is being computed. The Unused Commitment Fee shall continue to be payable during the Term Out Period. All accrued Unused Commitment Fees shall be payable on the effective date of any termination of the obligations of Lenders to make Loans hereunder.

Unused Commitment Fee. The Borrower shall pay to the Administrative Agent a fee (the “Unused Commitment Fee”) for the account of the Lenders an unused commitment fee, from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case until the Termination Date, payable in arrears monthly on the last day of each month, commencing July 31, 2004, and on the Termination Date in respect of the Revolving Lender (other than Non-Funding LendersCredit Facility, subject to at the terms rate of Section 1.11(e)(i)) in an amount equal to: (i) 0.40% per annum, if the average daily balance Unused Revolving Credit Commitment for such period exceeds 50% of the Revolving Loan Credit Facility at the date of determination, and at a rate of 0.30% per annum, in all other cases, in each case on the average daily Unused Revolving Credit Commitment of each Appropriate Lender during such Revolving month; provided, however, that any unused commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the preceding calendar quarter, 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 period prior to the Unused Commitment Fee rate then in effect. The total Unused Commitment Fee paid time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower will so long as such Lender shall be equal a Defaulting Lender except to the sum of all extent that such unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee Commitments of a Defaulting Lender so long as such Lender shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 a Defaulting Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment Fee."

Unused Commitment Fee. The Borrower shall pay to Agent a fee (As of the “Effective Date, the Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding LendersFee currently payable in Note C and Note D shall be adjusted in Amended and Restated Note C and in Amended and Restated Note D, subject to the terms of Section 1.11(e)(i)) in an amount equal torespectively, as follows: (ia) Amended and Restated Note C shall contain the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, 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 following provision with respect to the Unused Commitment Fee rate then Fee: “Borrower shall pay to Lender an unused commitment fee payable in effectarrears with each interest payment payable on an Interest Payment Date under the terms of this Note, in an amount equal to (i) if the outstanding principal balance under this Note is less than or equal to fifty percent (50%) of 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 principal balance under this Note is greater than fifty percent (50%) of such maximum amount available to be borrowed under this Note, 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). The total Unused Commitment Fee paid by Borrower may elect in its discretion, and Lender may elect upon the Borrower occurrence of an Event of Default as defined in the Loan Agreement, to 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 equal relieved. Borrower’s obligation to the sum of all of the pay any Unused Commitment Fees due that has not then accrued shall cease upon the expiration of Borrower’s ability to request Subsequent Disbursements under this Note, as established in the Lenders, subject Loan Agreement.” (b) Amended and Restated Note D shall contain the following provision with respect to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment Fee: “Borrower shall pay to Lender 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 (i) if the outstanding principal balance under this Note is less than or equal to fifty percent (50%) of the maximum amount available to be borrowed under this Note, twenty (20) basis points per annum, or (ii) if the outstanding principal balance under this Note is greater than fifty percent (50%) of the maximum amount available to be borrowed under this Note, ten (10) basis points per annum, in each case 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, and Lender may elect upon the occurrence of an Event of Default as defined in the Loan Agreement, to 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.” Notwithstanding anything herein or in Note 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 apply and be effective as to Note C and Note D as of the date first written above.

Unused Commitment Fee. The Borrower shall agrees to pay to Administrative Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in Lenders an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, 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 Fee, at a rate then in effect. The total Unused Commitment Fee paid by the Borrower will be per annum equal to the sum of all of the Applicable Unused Commitment Fees due to the LendersRate, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 calculated on the basis of a 360-day year in accordance with this Section from the date hereof and actual days elapsedto and including the Facility Termination Date, and payable quarterly in arrears on the first day of each January, April, July and October hereafter and on the Facility Termination Date. For the avoidance of doubteach quarter (or portion thereof), the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeFee 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 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 a share of the Unused Commitment Fee in the 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 Commitment Fee is being computed for less than a full quarter, the number used in clause (D) above shall be computed on a daily basis for the number of days for which the fee is being computed. The Unused Commitment Fee shall continue to be payable during the Term Out Period. All accrued Unused Commitment Fees shall be payable on the effective date of any termination of the obligations of Lenders to make Loans hereunder.

Unused Commitment Fee. The Borrower shall agrees to pay to Agent in immediately available Dollars a commitment fee (the “Unused Commitment Fee”"UNUSED COMMITMENT FEE") for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal toas follows: (i) to each Revolving Credit Lender (other than the average Swing Loan Lender), on the actual daily balance of amount by which the Revolving Loan Credit Commitment of such 66 CREDIT AGREEMENT PRESTIGE BRANDS, INC. Revolving Credit Lender during the preceding calendar quarter, less (ii) exceeds such Lender's Ratable Portion of the sum of (xA) the average daily balance aggregate outstanding principal amount of all Revolving Loans held by such Revolving Lender plus and (yB) the average daily outstanding amount of the aggregate Letter of Credit Obligations held by such from the date hereof through the Revolving Lender, (iii) multiplied by Credit Termination Date at 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 the sum of all of the Unused Commitment Fees due to the LendersRate, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears (x) on the last Business Day of each calendar quarter, commencing with on 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 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 Business Day following the Closing Date through and (but excludingy) on the Revolving Credit Termination Date; and (ii) to the Revolving Credit Lender that is the Swing Loan Lender or an Affiliate thereof, on the actual daily amount by which the Revolving Credit Commitment of such Revolving Credit Lender exceeds the sum of (A) the date on which principal amount of the Swing Loans of Swing Loan Lender outstanding and (B) such Lender's Ratable Portion of the sum of (1) the aggregate outstanding principal amount of Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis of a 360-day year Loans and actual days elapsed. For the avoidance of doubt, (2) the outstanding amount of Swing Loans shall not be counted towards or considered usage the aggregate Letter of Credit Obligations from the date hereof through the Revolving Loan Commitments for purposes of determining Credit Termination Date at the Applicable Unused Commitment FeeFee Rate, payable in arrears (x) on the last 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.

Unused Commitment Fee. The Borrower shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarterFiscal Quarter, 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 Fiscal Quarter; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) with respect to the Swingline Lender be less than zero, (iii) multiplied by: (A) for the period commencing on the Closing Date through the last day of the calendar month during which financial statements for the Fiscal Period ending December 29, 2014 are delivered, one half of one percent (0.50%) per annum; and (B) thereafter, if the Leverage Ratio as demonstrated in the last Compliance Certificate delivered to Agent by the Applicable Margin with respect Borrower pursuant to the Unused Commitment Fee rate then in effectSection 4.2 hereof is (x) greater than 3.25, one half of one percent (0.50%) per annum and (y) less than or equal to 3.25, three hundred seventy five hundreds of one percent (0.375%) per annum. The 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)(isubsection 1.12(e)(vi). Such fee shall be payable quarterly in arrears on the last Business Day first day of each calendar quarter, commencing with Fiscal Quarter following the first such date to occur after the Closing Datehereof. The Unused Commitment Fee provided in this Section 1.9(bsubsection 1.10(b) shall accrue for the 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 after the Closing Date through (but excluding) Date. Subject to the date on which such Revolving Lender’s Commitments terminate. The foregoing, the Unused Commitment Fee shall be computed on the basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage adjusted from time to time upon delivery to Agent of the Revolving Loan Commitments Fiscal Period financial statements for purposes the last Fiscal Period of determining each Fiscal Quarter required to be delivered pursuant to Section 4.1(b) hereof accompanied by a Compliance Certificate as of the end of the Fiscal Period for which such financial statements are delivered. If such calculation indicates that the Unused Commitment FeeFee shall increase or decrease, then not later than the fifth Business Day following the date of delivery of such financial statements and written calculation, the Unused Commitment Fee shall be adjusted in accordance therewith; provided, however, that if the Borrower shall fail to deliver any such financial statements for any such Fiscal Period by the date required pursuant to Section 4.1(b), then, effective as of the first day of the calendar month following the end of the Fiscal Period during which such financial statements were to have been delivered, and continuing until the fifth Business Day following the date (if ever) after such financial statements and such Compliance Certificate are delivered, the Unused Commitment Fee shall be conclusively presumed to equal one half of one percent (0.50%) per annum. In the event that any financial statement or Compliance Certificate delivered pursuant to Sections 4.1 or 4.2 is inaccurate, and such inaccuracy, if corrected, would have led to the imposition of a higher Unused Commitment Fee for any period than the Unused Commitment Fee applied for that period, then (i) the Borrower shall immediately deliver to Agent a corrected financial statement and a corrected Compliance Certificate for that period, (ii) the Unused Commitment Fee shall be determined based on the corrected Compliance Certificate for that period, and (iii) the Borrower shall immediately pay to Agent (for the account of the Lenders that hold the Commitments and Loans at the time such payment is received, regardless of whether those Lenders held the Commitments and Loans during the relevant period) the accrued additional amount owing as a result of such increased Unused Commitment Fee for that period. This paragraph shall survive the termination of this Agreement until the payment in full in cash of the aggregate outstanding principal balance of the Loans.

Unused Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarterrespective period for which the Unused Commitment Fee is being determined (the “Average Total Commitment”), less (ii) the sum of of, without duplication, (x) the average daily balance of all Revolving Loans held by such Revolving Lender (provided, that the aggregate amount of Swing Line Loans outstanding shall be deemed to be zero for purposes of calculating the Unused Commitment Fee) plus (y) the average daily amount of Letter of Credit LC Obligations held by such Revolving Lender,, in each case, during the respective period for which the Unused Commitment Fee is being determined (the Average Total Commitment less the amount provided in this clause (ii) above, the “Average Utilization”); (iii) multiplied by the Applicable Margin with respect Commitment Fee Percentage; provided, that (x) to the extent the foregoing relate to any Commitments other than Initial Revolving Loan Commitments (and related outstandings), the Applicable Commitment Fee Percentage applicable thereto shall be subject to modification as agreed by the respective Lenders providing such Commitments and as notified by them to the Administrative Agent at the time of the establishment thereof, and (y) no Unused Commitment Fee rate then in effectshall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The total Unused Commitment Fee fee paid by the Borrower Borrowers under this Section 4.10(b) will be equal to the sum of all of the Unused Commitment Fees fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of the first calendar quarter ended following the date hereof and the last Business Day of each calendar quarter, commencing with the first such date to occur after the Closing Datequarter thereafter. The Unused Commitment Fee provided in this Section 1.9(b4.10(b) shall accrue for the 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 after 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeEffective Date.

Unused Commitment Fee. (i) The Borrower Borrowers shall pay to Agent the Agent, for the account of the Lenders in accordance with their respective Pro Rata Shares, a fee (the “"Unused Commitment Fee”"), accruing at the rate of one-half of one percent (0.50%) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) per annum on the average daily balance amount by which the Revolving Credit Commitments exceed the sum of (A) the outstanding principal amount of the Revolving Loan 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 Effective Date and ending on the Revolving Credit Termination Date, such Unused Commitment Fee being payable (I) monthly, in arrears, commencing on the first day of such the calendar month next succeeding the Effective Date and (II) on the Revolving Lender during the preceding calendar quarter, lessCredit Termination Date. (ii) Notwithstanding the foregoing, in the event that any Lender fails to fund its Pro Rata Share of any Revolving Loan requested by the Borrowers which such Lender is obligated to fund under the terms of this Agreement, (A) such 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 4.02(b)(v)(B) and (B) until such time, the Unused Commitment Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Lenders ratably based upon their relative Revolving Credit Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Credit Commitments of such performing Lenders exceeds the sum of (x1) the average daily balance outstanding principal amount of all the Revolving Loans held by owing to such Revolving Lender performing Lenders, plus (y2) the average daily amount outstanding Reimbursement Obligations owing to such performing Lenders, plus (3) the aggregate participation interests of Letter of Credit Obligations held by such Revolving Lender, (iiiperforming Lenders arising pursuant to Section 3.01(e) 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 the sum undrawn and outstanding Letters of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeCredit.

Unused Commitment Fee. The Borrower Borrowers shall pay to Agent the Funding Agent, for the account of the Lenders entitled thereto, in accordance with their respective Pro Rata Shares, a fee (the “"Unused Commitment Fee”) for "), accruing at the account rate of each Revolving Lender (other than Non-Funding Lenders, subject to the terms Applicable Commitment Fee Margin on the sum of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance Term A Loan Commitment then in effect and (ii) the amount from time to time by which the Revolving Loan Commitments exceed the sum of (A) the outstanding principal amount of the Revolving 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 Effective Date and ending on the Revolving Loan Commitment of Termination Date or Term A Commitment Termination Date, as the case may be, such Revolving Lender during the preceding calendar quarter, 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 the sum of all portion of the Unused Commitment Fees due to the Lendersfee being payable quarterly, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarterarrears, commencing with the first such date to occur after Quarterly Payment Date following the Closing Effective Date. The Unused Commitment Fee provided Notwithstanding the foregoing, in this Section 1.9(b) shall accrue for the account event that any Lender fails to fund its Pro Rata Share of each Revolving any Loan requested by either Borrower which such Lender (other than Non-Funding Lenders, subject is obligated to fund under the terms of this Agreement, (I) such Lender shall not be entitled to any Unused Commitment Fees with respect to its Revolving Loan Commitment until such failure has been cured in accordance with Section 1.11(e)(i)3.02(b)(vi)(B) at all times from and including (II) until such time, the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such requested Loan, shall be computed on allocated among such performing Lenders ratably based upon their relative Commitments, and shall be calculated based upon the basis average amount by which the aggregate applicable Commitments of a 360-day year and actual days elapsed. For such performing Lenders exceeds the avoidance sum of doubt, (1) the outstanding principal amount of Swing the Loans shall not be counted towards or considered usage owing to such performing Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (3) the aggregate participation interests of the Revolving Loan Commitments for purposes such performing Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of determining the Unused Commitment FeeCredit.

Unused Commitment Fee. The Borrower In addition to the payments provided for in Section 3, the Borrowers shall pay or cause to Agent a fee (be paid to the “Unused Commitment Fee”) Administrative Agent, for the account of each Revolving Lender (other than Non-Funding LendersLender, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment unused commitment fee on any unused portion of such Revolving Lender during Lender’s Commitment at the preceding calendar quarter, less (ii) the sum rate of (xa)(i) 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 Tranche A Facility, thirty basis points (0.30%) per annum when the unused Tranche A Commitment Fee rate then in effect. The total Unused Commitment Fee paid by (through the Borrower will be extension of Tranche A Loans or the issuance of Letters of Credit) of the Tranche A Lenders is greater than or equal to the sum of all fifty percent (50%) of the Unused Tranche A Maximum Commitment Fees due 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 (b)(i) with respect to the LendersTranche B Facility, subject 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 Section 1.11(e)(ififty 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 eithereach case under the foregoing subsection (a) and (b). Such fee shall be , calculated on the basis of actual days elapsed in a year consisting of 360 days and payable quarterly in arrears on the last first Business Day of each calendar quartermonth for the preceding calendar month. For purposes of this Section 2.12, commencing with the first such date to occur after fee shall be calculated on a daily basis for each day during the Closing DateAvailability Period. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for Credit Parties and the account of each Revolving Lender (other than Non-Funding Lenders, subject Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the terms of Section 1.11(e)(i)) at all times from Lenders for committing to make funds available to the Borrowers as described herein 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment Feeno other purposes.

Unused Commitment Fee. The Accruing from the Closing Date until the Maturity Date of the Revolving Term Facility, the Borrower shall agrees to pay to the Administrative Agent for the account of each Revolving Term Lender according to its Pro Rata Share, a nonrefundable unused commitment fee (the each an “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 account of each Revolving Lender Rate (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 basis of a 360-day year of 360 days, as the case may be, and actual days elapsed. For ) multiplied by the avoidance of doubt, average daily difference between the outstanding amount of Swing Loans (i) the Aggregate Revolving Term Commitment Amount and (ii) the Revolving Term Facility Usage; provided, however, that any Unused Commitment Fee accrued with respect to the Revolving Term 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 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; and provided further that no Unused Commitment Fee shall accrue with respect to the Revolving Term Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, all Unused Commitment Fees shall be payable on each Interest Payment Date in arrears through the last day of the Revolving Loan Commitments for purposes of determining the Unused Commitment Feeimmediately preceding calendar month.

Unused Commitment Fee. The Borrower shall pay to Agent the Funding Agent, for the account of the Lenders entitled thereto, in accordance with their respective Pro Rata Shares, a fee (the “"Unused Commitment Fee”) for "), accruing at the account rate of each Revolving Lender (other than Non-Funding Lenders, subject the Applicable Commitment Fee Margin on the amount from time to time by which the terms Commitments exceed the sum of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance outstanding principal amount of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarterLoans, less plus (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender outstanding Reimbursement Obligations, 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 the sum aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Commitment Termination Date, such portion of the Unused Commitment Fees due to the Lendersfee being payable quarterly, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarterarrears, commencing with the first such date to occur after Quarterly Payment Date following the Closing Effective Date. The Unused Commitment Fee provided Notwithstanding the foregoing, in this Section 1.9(b) shall accrue for the account event that any Lender fails to fund its Pro Rata Share of each Revolving any Loan requested by the Borrower which such Lender (other than Non-Funding Lenders, subject is obligated to fund under the terms of this Agreement, (I) such Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has been cured in accordance with Section 1.11(e)(i)3.02(b)(vi)(B) at all times from and including (II) until such time, the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such requested Loan, shall be computed on allocated among such performing Lenders ratably based upon their relative Commitments, and shall be calculated based upon the basis average amount by which the aggregate applicable Commitments of a 360-day year and actual days elapsed. For such performing Lenders exceeds the avoidance sum of doubt, (1) the outstanding principal amount of Swing the Loans shall not be counted towards or considered usage owing to such performing Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (3) the aggregate participation interests of the Revolving Loan Commitments for purposes such performing Lenders arising pursuant to Section 2.03(e) with respect to undrawn and outstanding Letters of determining the Unused Commitment FeeCredit.

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 the Lenders, a commitment fee (the “Unused Commitment Fee”) for equal to 0.375% per annum (on the account basis of each Revolving Lender (other than Non-Funding Lenders, subject to the terms actual days elapsed in a year of Section 1.11(e)(i)360 days) in an amount equal to: (i) of the average daily balance of the Revolving Loan 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 Revolving Lender during Person’s share shall be equal to the preceding calendar quarterdifference between (i) such Person’s Commitment, less and (ii) the sum of (xA) such Person’s Commitment Percentage of the average daily balance principal amount of all Revolving Loans held by such Revolving Lender plus then outstanding (y) including the average daily principal amount of Swingline Loans then outstanding), and (B) such Person’s Commitment Percentage of the then 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeOutstandings.

Unused Commitment Fee. The Borrower Borrowers shall pay to the Administrative Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarterrespective period for which the Unused Commitment Fee is being determined (the “Average Total Commitment”), less (ii) the sum of of, without duplication, (x) the average daily balance of all Revolving Loans held by such Revolving Lender (provided, that the aggregate amount of Swing Line Loans outstanding shall be deemed to be zero for purposes of calculating the Unused Commitment Fee) plus (y) the average daily amount of Letter of Credit LC Obligations held by such Revolving Lender,, in each case, during the respective period for which the Unused Commitment AMERICAS 94977503 Fee is being determined (the Average Total Commitment less the amount provided in this clause (ii) above, the “Average Utilization”); (iii) multiplied by the Applicable Margin with respect Commitment Fee Percentage; provided, that (x) to the extent the foregoing relate to any Commitments other than Initial Revolving Loan Commitments (and related outstandings), the Applicable Commitment Fee Percentage applicable thereto shall be subject to modification as agreed by the respective Lenders providing such Commitments and as notified by them to the Administrative Agent at the time of the establishment thereof, and (y) no Unused Commitment Fee rate then in effectshall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The total Unused Commitment Fee fee paid by the Borrower Borrowers under this Section 4.10(b) will be equal to the sum of all of the Unused Commitment Fees fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of the first calendar quarter ended following the date hereof and the last Business Day of each calendar quarter, commencing with the first such date to occur after the Closing Datequarter thereafter. The Unused Commitment Fee provided in this Section 1.9(b4.10(b) shall accrue for the 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 after 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeEffective Date.

Unused Commitment Fee. The U.S. Borrower shall agrees to pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject following amounts with respect to the terms Revolving Credit Facility and the Stand-Alone Letter of Section 1.11(e)(i)) in an amount equal toCredit Facility, as applicable: (i) to each Revolving Credit Lender, a commitment fee on the average actual daily balance of amount by which the Revolving Loan Credit Commitment of such Revolving Lender during the preceding calendar quarter, less (ii) exceeds the sum of (xA) the average daily balance outstanding principal amount of all the Dollar Equivalent of Revolving Loans held by it and (B) such Revolving Lender plus (y) Lender’s Ratable Portion of the average daily outstanding amount of the Letter of Credit Obligations held by such from the date hereof through the Revolving Lender, (iii) multiplied by Credit Termination Date at 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 the sum of all of the Unused Commitment Fees due to the LendersRate, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears (x) on the last first Business Day of each calendar quarter, commencing with on 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 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 Business Day following the Closing Date through and (but excludingy) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis Revolving Credit Termination Date; and AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION (ii) to each Stand-Alone Letter of Credit Participant, a 360commitment fee on the actual daily amount by which the Stand-day year and actual days elapsed. For the avoidance Alone Letter of doubt, 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 Swing Loans shall not be counted towards or considered usage 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 Unused Commitment Fee Rate, payable in arrears (x) on the first Business Day of the Revolving Loan Commitments for purposes calendar quarter, commencing on the first Business Day following the Closing Date and (y) on the Stand-Alone Letter of determining the Unused Commitment FeeCredit Termination Date.

Unused Commitment Fee. The Borrower shall agrees to pay to Administrative Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in Banks an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, 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 Fee, at a rate then in effect. The total Unused Commitment Fee paid by the Borrower will be per annum equal to the sum of all of the Applicable Unused Commitment Fees due to the LendersRate, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 calculated on the basis of a 360-day year in accordance with this Section from the date hereof and actual days elapsedto and including the Facility Termination Date, and payable quarterly in arrears on the first day of each January, April, July and October hereafter and on the Facility Termination Date. For the avoidance of doubteach quarter (or portion thereof), the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeFee 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 resulting number multiplied by (C) the Applicable Unused Commitment Rate, and the final product divided by (D) four (4). If the Average Daily Outstandings in a quarter are greater than 50% of the average daily Aggregate Commitment for such quarter, the Applicable Unused Commitment Rate for such quarter shall be the rate in the column designated ">50%" in the table in Section 2.11(a). If the Average Daily Outstandings in a quarter are less than or equal to 50% of the average daily Aggregate Commitment for such quarter, the Applicable Unused Commitment Rate for such quarter shall be the rate in the column designated "<50%" in such table. Each Bank (including Bank One) shall be entitled to a share of the Unused Commitment Fee in the proportion that (x) such Bank's average daily Unused Commitment for such quarter (or portion thereof) bears to (y) the average daily aggregate Unused Commitments of all Banks for such quarter (or portion thereof). If the Unused Commitment Fee is being computed for less than a full quarter, the number used in clause (D) above shall be computed on a daily basis for the number of days for which the fee is being computed. The Unused Commitment Fee shall continue to be payable during the Term Out Period. All accrued Unused Commitment Fees shall be payable on the effective date of any termination of the obligations of Banks to make Loans hereunder.

Unused Commitment Fee. The Borrower shall agrees to pay to Administrative Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in Lenders an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, 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 Fee, at a rate then in effect. The total Unused Commitment Fee paid by the Borrower will be per annum equal to the sum of all of the Applicable Unused Commitment Fees due to the LendersRate, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 calculated on the basis of a 360-day year in accordance with this Section from the date hereof and actual days elapsedto and including the Facility Termination Date, and payable quarterly in arrears on the first day of each January, April, July and October hereafter and on the Facility Termination Date. For the avoidance of doubteach quarter (or portion thereof), the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeFee 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 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 a share of the Unused Commitment Fee in the 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 Commitment Fee is being computed for less than a full quarter, the number used in clause (D) above shall be computed on a daily basis for the number of days for which the fee is being computed. The Unused Commitment Fee shall continue to be payable during the Term Out Period. All accrued Unused Commitment Fees shall be payable on the effective date of any termination of the obligations of Lenders to make Loans hereunder.

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 the Lenders, a commitment fee (the “Unused Commitment Fee”) for equal to 0.25% per annum (on the account basis of each Revolving Lender (other than Non-Funding Lenders, subject to the terms actual days elapsed in a year of Section 1.11(e)(i)360 days) in an amount equal to: (i) of the average daily balance of the Revolving Loan 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 Revolving Lender during Person’s share shall be equal to the preceding calendar quarterdifference between (i) such Person’s Commitment, less and (ii) the sum of (xA) such Person’s Commitment Percentage of the average daily balance principal amount of all Revolving Loans held by such Revolving Lender plus then outstanding (y) including the average daily principal amount of Swingline Loans then outstanding), and (B) such Person’s Commitment Percentage of the then 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeOutstandings.

Unused Commitment Fee. The Borrower shall agrees to pay to Agent in immediately available Dollars a commitment fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal toas follows: (i) to each Revolving Credit Lender (other than the average Swing Loan Lender), on the actual daily balance of amount by which the Revolving Loan Credit Commitment of such Revolving Credit Lender during the preceding calendar quarter, less (ii) exceeds such Lender’s Ratable Portion of the sum of (xA) the average daily balance aggregate outstanding principal amount of all Revolving Loans held by such Revolving Lender plus and (yB) the average daily outstanding amount of the aggregate Letter of Credit Obligations held by such from the date hereof to the Revolving Lender, (iii) multiplied by Credit Termination Date at the Applicable Margin with respect to the Unused Commitment Fee rate then in effect. The total Unused Commitment Fee paid by Rate, accruing from the Borrower will be equal to date hereof until the sum of all of the Unused Commitment Fees due to the LendersRevolving Credit Termination Date, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears (x) on the last Business Day of each calendar quarter, commencing with on 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 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 Business Day following the Closing Date through and (but excludingy) on the date on which such Revolving Lender’s Commitments terminate. The Credit Termination Date; provided, however, that no Unused Commitment Fee shall be computed accrue with respect to the Revolving Credit Commitment of a Defaulting Lender during any period 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 basis actual daily amount by which the Revolving Credit Commitment of a 360-day year such Revolving Credit Lender exceeds the sum of (A) the principal amount of the Swing Loans of the Swing Loan Lender outstanding and actual days elapsed. For (B) such Lender’s Ratable Portion of the avoidance sum of doubt, (1) the aggregate outstanding principal amount of Revolving Loans and (2) the outstanding amount of Swing Loans shall not be counted towards or considered usage the aggregate Letter of Credit Obligations from the date hereof to the Revolving Loan Commitments for purposes of determining Credit Termination Date at the Applicable Unused Commitment FeeFee Rate, accruing from the date hereof until the Revolving Credit Termination Date, payable in arrears (x) on the last 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.

Unused Commitment Fee. (i) The Borrower Borrowers shall pay to Agent the Agent, for the account of the Revolving Lenders in accordance with their respective Revolving Loan Pro Rata Shares, a fee (the “"Unused Commitment Fee”"), accruing at the rate of one-half of one percent (0.50%) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) per annum on the average daily balance amount by which the Revolving Credit Commitments exceed the sum of (A) the outstanding principal amount of the Revolving Loan 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 Effective Date and ending on the Revolving Credit Termination Date, such Unused Commitment Fee being payable (I) monthly, in arrears, commencing on the first day of such the calendar month next succeeding the Effective Date and (II) on the Revolving Lender during the preceding calendar quarter, lessCredit Termination Date. (ii) Notwithstanding the foregoing, in the event that any Revolving Lender fails to fund its Revolving Loan Pro Rata Share of any Revolving Loan requested by the Borrowers which such Revolving Lender is obligated to fund under the terms of this Agreement, (A) such Revolving 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 4.02(B)(V)(B) and (B) until such time, the Unused Commitment Fee shall accrue in favor of the Revolving Lenders which have funded their respective Revolving Loan Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Lenders ratably based upon their relative Revolving Credit Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Credit Commitments of such performing Revolving Lenders exceeds the sum of (x1) the average daily balance outstanding principal amount of all the Revolving Loans held by owing to such performing Revolving Lender plus Lenders, PLUS (y2) the average daily amount outstanding Reimbursement Obligations owing to such performing Revolving Lenders, PLUS (3) the aggregate participation interests of Letter of Credit Obligations held by such performing Revolving Lender, (iiiLenders arising pursuant to SECTION 3.01(E) 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 the sum undrawn and outstanding Letters of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 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 basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeCredit.

Unused Commitment Fee. The Accruing from the Closing Date until the Maturity Date, the Borrower shall agrees to pay to the Administrative Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender according to its Pro Rata Share, a nonrefundable unused commitment fee (other than Non-Funding Lenders, subject each an “Unused Commitment Fee”) equal to the terms of Section 1.11(e)(i)) in an amount equal to: (i) in the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, 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 the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar 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 account case of each Revolving Lender (other than Non-Funding Lendersthe Swing Line Lender), 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 Applicable Unused Commitment Fee shall be Rate (computed on the basis of a 360-day year of 360 days, as the case may be, and actual days elapsed. For ) multiplied by the avoidance average daily result of doubt(1) the Revolving Commitments minus (2) the sum of the outstanding Revolving Loans and the outstanding Letters of Credit, and (ii) in the case of the Swing Line Lender, the outstanding Applicable Unused Commitment Fee Rate (computed on the basis of a year of 360 days as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of Swing Loans (1) the Revolving Commitments and (2) Revolving Credit Facility Usage; provided, further, 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 counted towards or considered usage of payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Unused Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Unused Commitment Fee shall accrue with respect to the Revolving Loan Commitments for purposes Commitment of determining a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, all Unused Commitment FeeFees shall be payable in arrears on each Interest Payment Date.

Unused Commitment Fee. The Borrower shall Commencing on the first day of the first calendar month immediately following the Closing Date and continuing on the first Business Day of each and every calendar month thereafter until the Obligations (other than contingent Obligations relating to indemnities that survive repayment of the Loans and termination of the Commitments, so long as no claim has been asserted with respect to any such contingent Obligation) are fully paid and satisfied (and all Letters of Credit have been cancelled and returned to the LC Issuer) and the Revolving Credit Commitments are terminated, Borrowers will jointly and severally pay to Agent a fee (the “Unused Commitment Fee”) for the account of each the Revolving Lender Credit Lenders (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)ratably in accordance with their respective Revolving Credit Commitment Percentages) a fee ("Unused Commitment Fee") in an amount equal to: to the result obtained by multiplying (i) the average daily balance of difference between (a) the Revolving Loan Commitment of such Facility Amount, and (b) the average daily Revolving Lender Loans advanced to Borrowers during the preceding calendar quarter, less month (or portion thereof during which any portion of the Revolving Loans (including any Interim Advances) was outstanding or during which this Agreement was in full force and effect) for which the Unused Commitment Fee is being determined by (ii) the sum of result obtained (xexpressed as a percentage) 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 multiplying the Applicable Margin with respect to the Unused Commitment Fee rate then in effect. The total Unused Commitment Fee paid by a fraction, the Borrower will be equal to numerator of which is the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly days in arrears on the last Business Day of each such calendar quarter, commencing with the first such date to occur after the Closing Date. The Unused Commitment Fee provided month during which this Agreement was in this Section 1.9(b) shall accrue for the account of each Revolving Lender full force and effect (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 or during which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage any portion of the Revolving Loan Commitments for purposes Loans, including any Interim Advances, was outstanding) and the denominator of determining the Unused Commitment Feewhich is 360.