Common use of Unused Commitment Fee Clause in Contracts

Unused Commitment Fee. The Borrower agrees to pay, in immediately available dollars, to each Lender a commitment fee on the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at the Unused Commitment Fee Rate, payable in arrears (x) on the last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and the amount of any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lender.

Unused Commitment Fee. Each Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrower agrees Borrowers shall pay to paythe Administrative Agent for the account of the Lenders, in immediately available dollars, to each Lender a commitment fee (the "Commitment Fee") equal to 0.25% per annum (on the basis of actual days elapsed in a year of 365 or 366 days, as applicable) of the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion balance of the sum 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 the immediately succeeding calendar quarter, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. If the Commitment Fee actually paid by the Borrowers is insufficient to pay the Line Fee due the 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 aggregate outstanding principal amount sum of Loans such Person's Commitment, and (ii) the outstanding sum of (A) such Person's Commitment Percentage of the principal amount of Loans then outstanding (including the aggregate principal amount of Swingline Loans then outstanding), and (B) such Person's Commitment Percentage of the then Letter of Credit Obligations (the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at the Unused Commitment Fee Rate, payable in arrears (x) on the last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and the amount of any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting LenderOutstandings.

Unused Commitment Fee. The Borrower agrees shall pay to paythe Funding Agent, for the account of the Lenders entitled thereto, in immediately available dollarsaccordance with their respective Pro Rata Shares, to each Lender a commitment fee (the "Unused Commitment Fee"), accruing at the rate of the Applicable Commitment Fee Margin on the average daily amount from time to time by which the Commitments of such Lender exceeds such Lender’s Ratable Portion of exceed the sum of (i) the aggregate outstanding principal amount of Loans and the Revolving Loans, plus (ii) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for the aggregate Letter period commencing on the Effective Date and ending on the Revolving Loan Commitment Termination Date, such portion of Credit Obligations the fee being payable quarterly, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, (the “I) such Lender shall not be entitled to any Unused Commitment Fee”Fees with respect to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) from the Signing Date through the Revolving Credit Termination Date at and (II) until such time, the Unused Commitment Fee Rateshall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such requested Loan, payable in arrears (x) on the last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender allocated among such performing Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Lenders exceeds the sum of (1) the outstanding principal amount of any Unused Commitment Fee that otherwise would have been payable the Loans owing to such Lender shall be retained by performing Lenders, plus (2) the Borrower. For outstanding Reimbursement Obligations owing to such performing Lenders, plus (3) the avoidance aggregate participation interests of doubt, from the date that any such Defaulting Lender ceases performing Lenders arising pursuant to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage Section 2.03(e) with respect to the period during which such Lender was a Defaulting Lenderundrawn and outstanding Letters of Credit.

Unused Commitment Fee. The Borrower agrees shall pay to paythe Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, in immediately available dollars, to each Lender a commitment fee on equal to the average Applicable Rate times the actual daily amount by which the Commitments of such Lender Revolving Facility exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount Outstanding Amount of Revolving Loans and (ii) the outstanding Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15 (the “Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount of the aggregate Letter of Credit Obligations 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”) from the Signing Date through the Revolving Credit Termination Date at the ). The Unused Commitment Fee Rateshall accrue at all times during (i) the Availability Period with respect to the Revolving Facility and (ii) the Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears (x) on the last Business Day of each March, June, September and December, commencing on with the first such Business Day following date to occur after the Signing Date and (y) Closing Date, and, in the case of the Unused Revolving Commitment Fee, on the Revolving Credit Termination Datelast day of the Availability Period or, in the case of the Unused Delayed Draw Commitment Fee, the last day of the Delayed Draw Availability Period. 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 The Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the Applicable Rate separately for each period during which such Lender quarter that such Applicable Rate was a Defaulting Lenderin effect.

Unused Commitment Fee. (i) The Borrower agrees Borrowers agree, jointly and severally, subject to pay, in immediately available dollarsSection 2.22(a)(iii) of this Agreement, to pay to the Administrative Agent for the ratable account of each Revolving Lender a commitment fee an Unused Commitment Fee on the daily average daily amount by which the Commitments Revolving Commitment of such Revolving Lender exceeds the outstanding principal balance of amount of Revolving Credit Advances made by such Revolving Lender and such Lender’s Ratable Portion LC Exposure, and, with respect to the Swing Line Lender only, its Swing Line Loans from the Closing Date until the Maturity Date for the Revolving Credit Facility at a rate per annum in effect from time to time as set forth in the definition of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (“Applicable Margin” in Section 1.01 for the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at the Unused Commitment Fee Rate, payable in arrears (x) quarterly on the last first Business Day of each MarchApril, JuneJuly, September October and DecemberJanuary, commencing on October 1, 2015, and on the first such Business Day following the Signing Maturity Date and (y) on for the Revolving Credit Termination DateFacility or any earlier date of termination of the Revolving Commitments or reduction of the Revolving Commitments to zero. Notwithstanding anything (ii) If the Term Loan Commitments have not terminated or been reduced to zero on or prior to November 5, 2015 ROC agrees to pay to the contrary provided in this clause (a), no Defaulting Administrative Agent for the ratable account of each Term Loan Lender shall be entitled to receive any Unused with a Term Loan Commitment Fees for so long as it remains a Defaulting Lender and the amount of any an Unused Commitment Fee that otherwise would have been payable to on the daily average amount by which the Term Loan Commitment of such Term Loan Lender exceeds the principal amount of Term Loan Advances made by such Lender shall be retained by during the Borrower. For the avoidance of doubtperiod from November 5, from 2015 to but excluding the date that on which the Term Loan Commitments terminate at a rate per annum in effect from time to time as set forth in the definition of “Unused Commitment Fee”, payable on January 1, 2016, and on April 1, 2016, or on any such Defaulting Lender ceases earlier date of termination of the Term Loan Commitments or reduction or the Term Loan Commitments to be a Defaulting Lender, the accrual of zero. All Unused Commitment Fees shall resume be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lenderlast day).

Unused Commitment Fee. The Borrower agrees Accruing from the Closing Date until the Term Loan Commitment Termination Date, the Borrowers agree to pay, in immediately available dollars, pay to each the Lender a nonrefundable unused commitment fee on the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at equal to the Unused Commitment Fee Rate, payable in arrears Rate (x) computed on the last basis of a year of 360 days and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be payable quarterly in cash on the first Business Day of each March, June, September calendar quarter (in arrears through the last day of the immediately preceding quarter) and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Term Loan Commitment Termination Date. Notwithstanding anything to the contrary provided in this clause (a)foregoing, no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains unless a Defaulting Lender Default or Event of Default has occurred and is continuing, the amount of any Unused Commitment Fee that otherwise would have been of the Borrowers due and payable to on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such Lender fee, the “Specified PIK Fee”). The Specified PIK Fee shall be retained deemed paid and discharged, without the taking of any further action by the Borrower. For the avoidance of doubtBorrowers, from the date that any by automatically adding such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect Specified PIK Fee to the period during which principal balance of the Term Loans. After such Lender was a Defaulting LenderSpecified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interest.

Unused Commitment Fee. The Borrower agrees Borrowers shall pay to payAdministrative Agent, in immediately available dollarsfor the account of each Revolving Lender, to each Lender a commitment fee at a rate per annum equal to the Applicable Unused Commitment Fee in effect from time to time on the average daily amount by which the Commitments unused portion of such Lender exceeds such Lender’s Ratable Portion of Revolving Loan Commitment (treating the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (as usage). Such fee shall be payable monthly in arrears on the “first day of the calendar month following the date hereof and the first day of each calendar month thereafter. The Applicable Unused Commitment Fee provided in this subsection 1.9(b) shall accrue at all times from and after mutual execution and delivery of this Agreement. Following receipt of the 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 Lender 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 from, and to the Signing Date through extent of, the Revolving Credit Termination Date at the Applicable Unused Commitment Fee Rate, payable in arrears (x) and interest received by it on the last Business Day Swing Loans an amount equal to its pro rata share of each March, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and the amount of any Applicable Unused Commitment Fee that otherwise would have calculated as if the average daily balance of Swing Loans for the preceding calendar month had been payable to such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lenderzero.

Unused Commitment Fee. The Borrower agrees to paypay to the Agent, in immediately available dollarsfor the account of the Revolving Loan Lenders, to each Lender a an unused commitment fee for the period from and including the Closing Date to but excluding the Revolving Loan Commitment Expiration Date, based on the average daily amount by which aggregate amount, for each day during such period, of the Available Revolving Loan Commitments of such Lender exceeds such Lender’s Ratable Portion of (without taking into account outstanding Swing Line Loans), and computed at the per annum rate equal to 0.50% (or if the sum of (i1) the aggregate outstanding principal amount of all Revolving Loans and outstanding, (ii2) the outstanding amount of the aggregate Letter of Credit Obligations Amount of all Letters of Credit outstanding and (3) the “Unused aggregate amount of unreimbursed drawings under all Letters of Credit for such day is greater than 50% of the Aggregate Revolving Loan Commitment, on such day, then 0.30%). The Borrower agrees to pay to the Agent, for the account of the Delayed Draw Lenders, an unused commitment fee for the period from and including the Closing Date to but excluding the Delayed Draw Term Loan Commitment Fee”) from Expiration Date, based on the Signing Date through aggregate amount, for each day during such period, of the Revolving Credit Termination Date Available Delayed Draw Term Loan Commitments, and computed at the Unused Commitment Fee Rateper annum rate equal to 0.50% (or if the aggregate principal amount of all Delayed Draw Term Loans outstanding is greater than 50% of the Aggregate Delayed Draw Term Loan Commitment, on such day, then 0.30%). Such unused commitment fees shall be payable in installments quarterly in arrears (x) on the last Business Day of each March, June, September and DecemberDecember and on the Revolving Loan Commitment Expiration Date or the Delayed Draw Term Loan Commitment Expiration Date, as applicable, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a)March 31, no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and the amount of any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lender2021.

Unused Commitment Fee. The Borrower agrees to pay, in immediately available dollars, to each Lender a commitment fee Commencing on the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion first day of the sum 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 for the account of the Revolving Credit Lenders (ratably in accordance with their respective Revolving Credit Commitment Percentages) a fee ("Unused Commitment Fee") in an amount equal to the result obtained by multiplying (i) the aggregate difference between (a) the Revolving Loan Facility Amount, and (b) the average daily Revolving Loans advanced to Borrowers during the preceding calendar month (or portion thereof during which any portion of the Revolving Loans (including any Interim Advances) was outstanding principal amount of Loans or during which this Agreement was in full force and effect) for which the Unused Commitment Fee is being determined by (ii) the outstanding amount of result obtained (expressed as a percentage) by multiplying the aggregate Letter of Credit Obligations (the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at the Applicable Unused Commitment Fee Rateby a fraction, payable the numerator of which is the sum of days in arrears such calendar month during which this Agreement was in full force and effect (x) on the last Business Day or during which any portion of each March, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a)Loans, no Defaulting Lender shall be entitled to receive including any Unused Commitment Fees for so long as it remains a Defaulting Lender Interim Advances, was outstanding) and the amount denominator of any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lenderis 360.

Unused Commitment Fee. The Borrower agrees shall pay to paythe Administrative Agent 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 immediately available dollars, to each Lender a commitment fee on case until the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at the Unused Commitment Fee RateDate, payable in arrears (x) quarterly on the last Business Day day of each March, June, September and December, commencing June 30, 2006, and on the first such Business Day following Termination Date in respect of the Signing Date and (y) applicable Facility, at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit Termination Date. Notwithstanding anything Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter; provided, however, that any unused commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the contrary provided in this clause (a), no Defaulting time such Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains became a Defaulting Lender and unpaid at such time shall not be payable by the amount of any Unused Commitment Fee that otherwise would have been payable to Borrower so long as such Lender shall be retained a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Borrower. For Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any of the avoidance Commitments of doubt, from the date that any such a Defaulting Lender ceases to so long as such Lender shall be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lender.

Unused Commitment Fee. The During the time, from time to time, that the Borrower agrees fails to paymaintain an Investment Grade Credit Rating, in immediately available dollarsthe Borrower shall pay to the Payment and Disbursement Agent, to each Lender a commitment fee on for the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion account of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations Lenders based on their respective Pro Rata Shares, a fee (the “Unused Commitment Fee”) from "UNUSED COMMITMENT FEE"), accruing at a per annum rate equal to the Signing Date through the Revolving Credit Termination Date at the then applicable Unused Commitment Fee Rate, payable in arrears (x) Percentage on the last Business Day of each MarchUnused Facility, Junesuch fee being payable quarterly, September and Decemberin arrears, commencing on the first such Business Day following day of the Signing Date fiscal quarter next succeeding the date that the Borrower fails to maintain an Investment Grade Credit Rating and on the first day of each fiscal quarter thereafter (y) 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, the Unused Commitment Fee shall be payable only for the portion of such fiscal quarter during which Borrower failed to maintain an Investment Grade Credit Rating. Notwithstanding anything the foregoing, in the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the contrary provided in Borrower which such Lender is obligated to fund under the terms of this clause Agreement, (a), no Defaulting A) such Lender shall not be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and portion of the amount of any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage 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 period during Unused Commitment Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such Lender was a Defaulting Lenderrequested 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 agrees Domestic Borrowers jointly and severally agree to paypay to 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 Lenders, in immediately available dollarsaccordance with each Lender's respective Pro Rata Shares of the applicable Credit Facility, a fee (the "UNUSED COMMITMENT FEE"), in each case accruing from the Closing Date at a per annum rate equal to each Lender a commitment fee the Applicable Unused Commitment Fee Rate in effect as of the payment date set forth below, on the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and Commitment under the applicable Credit Facility exceeds (ii) an amount equal to the outstanding amount of Credit Facility Outstandings under such Credit Facility less the aggregate Letter of Credit Obligations set forth in CLAUSE (c) of the “Unused Commitment Fee”) from definition thereof to the Signing Date through extent included in the Revolving determination of Credit Termination Date at Facility Outstandings, for the Unused Commitment Fee Rate, payable in arrears (x) period commencing on the last Closing Date and ending on the Termination Date, the accrued portion of such fee being payable (A) monthly, in arrears, on the first Business Day of each March, June, September and Decemberthe immediately succeeding calendar month, commencing on the first such Business Day following day after the Signing Closing Date and (yB) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a)foregoing, no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and with respect to its Commitment under the amount of any Unused Commitment Fee that otherwise would have been payable to applicable Credit Facility until such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting LenderLender in accordance with SECTION 3.02(b)(iv)(B), the accrual of Unused Commitment Fees shall resume but the and no Borrower shall not be required to pay a “cure” amount or any arrearage Unused Commitment Fees with respect to the period during which such Credit Facility to such Lender was a Defaulting Lenderfor such period.

Unused Commitment Fee. The Borrower agrees to pay, in immediately available dollars, pay to each Lender a commitment fee on Administrative Agent for the average daily amount by which the Commitments account of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Lenders an Unused Commitment Fee”) , at a rate per annum equal to the Applicable Unused Commitment Rate, calculated on the basis of a 360-day year in accordance with this Section from the Signing Date through date hereof and to and including the Revolving Credit Facility Termination Date at 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 each quarter (or portion thereof), the Unused Commitment Fee shall be equal to (A) the average daily Aggregate Commitment during such quarter (or portion thereof) minus (B) the Average Daily Outstandings for such quarter (or portion thereof), with the resulting number multiplied by (C) the Applicable Unused Commitment Rate, payable in arrears and the final product divided by (xD) on the last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and four (y4). Each Lender (including Swing Line Lender) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and share of the amount of any Unused Commitment Fee in the proportion that otherwise would have been payable (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 Lender 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 retained by computed on a daily basis for the Borrowernumber of days for which the fee is being computed. For the avoidance of doubt, from the date that any such Defaulting Lender ceases The Unused Commitment Fee shall continue to be a Defaulting Lender, payable during the accrual of Term Out Period. All accrued Unused Commitment Fees shall resume but be payable on the Borrower shall not be required effective date of any termination of the obligations of Lenders to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lendermake Loans hereunder.

Unused Commitment Fee. The During the time, from time to time, that the Borrower agrees fails to paymaintain an Investment Grade Credit Rating, in immediately available dollarsthe Borrower shall pay to the Payment and Disbursement Agent, to each Lender a commitment fee on for the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion account of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations Lenders based on their respective Pro Rata Shares, a fee (the “"Unused Commitment Fee”) from "), accruing at a per annum rate equal to the Signing Date through the Revolving Credit Termination Date at the then applicable Unused Commitment Fee Rate, payable in arrears (x) Percentage on the last Business Day of each MarchUnused Facility, Junesuch fee being payable quarterly, September and Decemberin ar rears, commencing on the first such Business Day following day of the Signing Date fiscal quarter next succeeding the date that the Borrower fails to maintain an Investment Grade Credit Rating and (y) on the Revolving first day of each fiscal quarter thereafter, until the Borrower regains an Investment Grade Credit Termination DateRating; provided, however, that in the event that the Borrower regains an Investment Grade Credit Rating during any fiscal quarter, the Unused Commitment Fee shall be payable only for the portion of such fiscal quarter during which Borrower failed to maintain an Investment Grade Credit Rating. Notwithstanding anything the foregoing, in the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the contrary provided in Borrower which such Lender is obligated to fund under the terms of this clause Agreement, (a), no Defaulting A) such Lender shall not be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and portion of the amount of any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage 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 period during Unused Commitment Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such Lender was a Defaulting Lenderrequested 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 agrees Domestic Borrowers jointly and severally agree to paypay to 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 immediately available dollars, to accordance with each Lender a commitment fee on the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion respective Pro Rata Shares of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of applicable Credit Obligations Facility, a fee (the “Unused Commitment Fee”) ), in each case accruing from the Signing Date through the Revolving Credit Termination Closing Date at a per annum rate equal to the Applicable Unused Commitment Fee RateRate in effect as of the payment date set forth below, payable in arrears (x) on the last average amount by which (i) the Commitment under the applicable Credit Facility exceeds (ii) an amount equal to the Credit Facility Outstandings under such Credit Facility less the Letter of Credit Obligations set forth in clause (c) of the definition thereof to the extent included in the determination of Credit Facility Outstandings, for the period commencing on the Closing Date and ending on the Termination Date, the accrued portion of such fee being payable (A) monthly, in arrears, on the first Business Day of each March, June, September and Decemberthe immediately succeeding calendar month, commencing on the first such Business Day following day after the Signing Closing Date and (yB) on the Revolving Credit Termination Date; provided, that subsequent to the date on which the Domestic Lenders fund their participations in the Multicurrency Facility, the Unused Commitment Fee on the Multicurrency Facility shall be ratably distributed among the Domestic Lenders to the extent of their funded participations. Notwithstanding anything to the contrary provided in this clause (a)foregoing, no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and with respect to its Commitment under the amount of any Unused Commitment Fee that otherwise would have been payable to applicable Credit Facility until such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting LenderLender in accordance with Section 3.02(b)(iv)(B), the accrual of Unused Commitment Fees shall resume but the and no Borrower shall not be required to pay a “cure” amount or any arrearage Unused Commitment Fees with respect to the period during which such Credit Facility to such Lender was a Defaulting Lenderfor such period.

Unused Commitment Fee. The Borrower agrees shall pay to paythe Administrative Agent 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 immediately available dollars, to each Lender a commitment fee on case until the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at the Unused Commitment Fee RateDate, payable in arrears (x) quarterly on the last Business Day day of each March, June, September and December, commencing September 30, 2004, and on the first such Business Day following Termination Date in respect of the Signing Date and (y) applicable Facility, at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit Termination Date. Notwithstanding anything Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter; provided, however, that any unused commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the contrary provided in this clause (a), no Defaulting time such Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains became a Defaulting Lender and unpaid at such time shall not be payable by the amount of any Unused Commitment Fee that otherwise would have been payable to Borrower so long as such Lender shall be retained a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Borrower. For Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any of the avoidance Commitments of doubt, from the date that any such a Defaulting Lender ceases to so long as such Lender shall be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lender.

Unused Commitment Fee. The Borrower agrees to pay, in immediately available dollars, pay to the Agent for the account of each Lender a commitment fee on the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the an “Unused Commitment Fee”) from equal to the Signing Date through Applicable Fee per annum on the average daily unused amount of the Revolving Credit Termination Date at 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 Rateaccrued 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 Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued Unused Commitment Fees shall be payable in arrears (xA) on the last Business Day day of each March, June, September and DecemberDecember of each year, commencing on the first such Business Day following date to occur after the Signing Date date hereof, and (yB) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and the amount of any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the Borrower last day). For purposes of computing Unused Commitment Fees, a Revolving Commitment of a Lender shall not be required deemed to pay a “cure” amount or any arrearage with respect be used to the period during which extent of the outstanding Revolving Loans and Letter of Credit Obligations of such Lender was a Defaulting Lender(and the Swing Loan obligations of any Lender shall be disregarded for all purposes).

Unused Commitment Fee. The Borrower agrees In addition to paythe payments provided for in Section 3, in immediately available dollarsthe Borrowers shall pay or cause to be paid to the Administrative Agent, to for the account of each Lender a Group, an unused commitment fee at the rate of 20 basis points (0.20%) per annum on the average daily amount by which Commitment of the Commitments of Committed Lenders in such Lender exceeds such Lender’s Ratable Portion Group which was unused, calculated on the basis of the sum actual days elapsed in a year consisting of (i) the aggregate outstanding principal amount of Loans 360 days and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at the Unused Commitment Fee Rate, payable in arrears (x) on the last first Business Day of each Marchcalendar quarter for the preceding calendar quarter; provided that, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding notwithstanding anything to the contrary provided contained herein or in this clause (a)any other Loan Document, no Defaulting unused commitment fee shall accrue or be due or owing for a period of sixty (60) days following the Closing Date. For purposes of this Section 2.12, the fee shall 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 Borrowers as described herein and for no other purposes. No Lender Group shall be entitled to receive any Unused Commitment Fees unused commitment fee for so long as it remains any period during which the Committed Lender in such Lender Group is a Defaulting Committed Lender (and the amount of any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower Borrowers shall not be required to pay a “cure” amount 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 more Committed Lenders, such Lender Group shall not be entitled to receive any arrearage with respect unused commitment fee corresponding to the period during which Commitment of any Committed Lender in such Lender was Lending Group that is a Defaulting Committed Lender, but shall remain entitled to receive any unused commitment fee corresponding to the Commitment of any Committed Lender in such Lending Group that is not a Defaulting Committed Lender).

Unused Commitment Fee. The Borrower agrees Borrowers shall pay to paythe Funding Agent, for the account of the Lenders entitled thereto, in immediately available dollarsaccordance with their respective Pro Rata Shares, to each Lender a commitment fee (the "Unused Commitment Fee"), accruing at the rate of the Applicable Commitment Fee Margin on the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans 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 Letter undrawn face amount of Credit Obligations all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Loan Commitment Termination Date or Term A Commitment Termination Date, as the case may be, such portion of the fee being payable quarterly, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Lender fails to fund its Pro Rata Share of any Loan requested by either Borrower which such Lender is obligated to fund under the terms of this Agreement, (the “I) such Lender shall not be entitled to any Unused Commitment Fee”Fees with respect to its Revolving Loan Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) from the Signing Date through the Revolving Credit Termination Date at and (II) until such time, the Unused Commitment Fee Rateshall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such requested Loan, payable in arrears (x) on the last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender allocated among such performing Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Lenders exceeds the sum of (1) the outstanding principal amount of any Unused Commitment Fee that otherwise would have been payable the Loans owing to such Lender shall be retained by performing Lenders, plus (2) the Borrower. For outstanding Reimbursement Obligations owing to such performing Lenders, plus (3) the avoidance aggregate participation interests of doubt, from the date that any such Defaulting Lender ceases performing Lenders arising pursuant to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage Section 2.03(e) with respect to the period during which such Lender was a Defaulting Lenderundrawn and outstanding Letters of Credit.

Unused Commitment Fee. The Borrower agrees shall pay to paythe Administrative Agent for the account of the Lenders an unused commitment fee, from the date of this Agreement 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 immediately available dollarseach case until the Termination Date, to payable in arrears monthly on the first day of each Lender a commitment fee month, commencing May 1, 1999, and on the Termination Date, at the rate of .50% per annum on the average daily amount by which Unused Commitment of such Lender or, if aggregate Advances exceed 50% of the Commitments, .40% per annum PROVIDED, HOWEVER, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at the Unused Commitment Fee Rate, payable in arrears (x) on the last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains became a Defaulting Lender and unpaid at such time shall not be payable by the amount of any Unused Commitment Fee that otherwise would have been payable to Borrower so long as such Lender shall be retained a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower. For Borrower prior to such time; and PROVIDED FURTHER, HOWEVER, that no commitment fee shall accrue on any of the avoidance Commitments of doubt, from the date that any such a Defaulting Lender ceases to so long as such Lender shall be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lender.

Unused Commitment Fee. The Borrower agrees shall pay to paythe Administrative Agent 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 immediately available dollarseach case until the Termination Date, to payable in arrears monthly on the last day of each Lender a commitment fee month, commencing July 31, 2004, and on the Termination Date in respect of the Revolving Credit Facility, at the rate of 0.40% per annum or, if the average daily Unused Revolving Credit Commitment for such period exceeds 50% of the Revolving Credit Facility at the date of determination, 0.30% per annum on the average daily amount by which Unused Revolving Credit Commitment of each Appropriate Lender during such month; provided, however, that any unused commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at the Unused Commitment Fee Rate, payable in arrears (x) on the last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains became a Defaulting Lender and unpaid at such time shall not be payable by the amount of any Unused Commitment Fee that otherwise would have been payable to Borrower so long as such Lender shall be retained a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Borrower. For Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any of the avoidance Commitments of doubt, from the date that any such a Defaulting Lender ceases to so long as such Lender shall be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lender.

Unused Commitment Fee. The Borrower agrees shall pay to paythe Administrative Agent 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 immediately available dollarseach case until the Termination Date, to payable in arrears monthly on the last day of each Lender month, commencing July 31, 2004, and on the Termination Date in respect of the Revolving Credit Facility, at the rate of 0.40% per annum, if the average daily Unused Revolving Credit Commitment for such period exceeds 50% of the Revolving Credit Facility at the date of determination, and at a commitment fee rate of 0.30% per annum, in all other cases, in each case on the average daily amount by which Unused Revolving Credit Commitment of each Appropriate Lender during such month; provided, however, that any unused commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at the Unused Commitment Fee Rate, payable in arrears (x) on the last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains became a Defaulting Lender and unpaid at such time shall not be payable by the amount of any Unused Commitment Fee that otherwise would have been payable to Borrower so long as such Lender shall be retained a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Borrower. For Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any of the avoidance Commitments of doubt, from the date that any such a Defaulting Lender ceases to so long as such Lender shall be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lender."

Unused Commitment Fee. The Borrower agrees shall pay to paythe Administrative Agent for the account of the Lenders an unused commitment fee, from the date of this Agreement 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 immediately available dollarseach case until the Termination Date, to payable in arrears monthly on the first day of each Lender a commitment fee month, commencing July 1, 2003, and on the Termination Date, at the rate of .50% per annum on the average daily amount by which the Commitments Unused Commitment of such Lender exceeds such Lender’s Ratable Portion or, if aggregate Advances exceed 50% of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date Commitments, .40% per annum; PROVIDED, HOWEVER, that any commitment fee accrued with respect to the Revolving Credit 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 Unused Commitment Fee RateBorrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and PROVIDED FURTHER, payable in arrears (x) on the last Business Day of each MarchHOWEVER, June, September and December, commencing on the first such Business Day following the Signing Date and (y) that no commitment fee shall accrue on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Commitments of a Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and the amount of any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lender.

Unused Commitment Fee. The Borrower agrees In addition to paythe payments provided for in Section 3, in immediately available dollarsthe Borrowers shall pay or cause to be paid to the Administrative Agent, to for the account of each Lender a Group, an unused commitment fee at the rate of 20 basis points (0.20%) per annum on the average daily amount by which Commitment of the Commitments of Committed Lenders in such Lender exceeds such Lender’s Ratable Portion Group which was unused, calculated on the basis of the sum actual days elapsed in a year consisting of (i) the aggregate outstanding principal amount of Loans 360 days and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at the Unused Commitment Fee Rate, payable in arrears (x) on the last first Business Day of each Marchcalendar quarter for the preceding calendar quarter. For purposes of this Section 2.12, June, September the fee shall be calculated on a daily basis. The Credit Parties and December, commencing on the first such Business Day following Lenders acknowledge and agree that the Signing Date unused commitment fees payable hereunder are bona fide unused commitment fees and (y) on the Revolving Credit Termination Date. Notwithstanding anything are intended as reasonable compensation to the contrary provided in this clause (a), Lenders for committing to make funds available to the Borrowers as described herein and for no Defaulting other purposes. No Lender Group shall be entitled to receive any Unused Commitment Fees unused commitment fee for so long as it remains any period during which the Committed Lender in such Lender Group is a Defaulting Committed Lender (and the amount of any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower Borrowers shall not be required to pay a “cure” amount 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 more Committed Lenders, such Lender Group shall not be entitled to receive any arrearage with respect unused commitment fee corresponding to the period during which Commitment of any Committed Lender in such Lender was Lending Group that is a Defaulting Committed Lender, but shall remain entitled to receive any unused commitment fee corresponding to the Commitment of any Committed Lender in such Lending Group that is not a Defaulting Committed Lender).

Unused Commitment Fee. The In the event Loans in the New Commitment Amounts are not fully funded on the Increase Date, the Borrower agrees shall pay to paythe Administrative Agent for allocation to the Lenders in accordance with their respective Subsequent Funding Commitment Percentage, in immediately available dollars, to each Lender a an unused commitment fee equal to twenty-five basis points (0.25%) per annum (computed over the applicable monthly period on the average basis of a 360-day year and the actual number of days elapsed) times the actual daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter outstanding Subsequent Funding Commitments of Credit Obligations (all Lenders having outstanding Subsequent Funding Commitments in effect on such day calculated for each day during the “Unused Commitment Fee”) from applicable calendar month. The unused commitment fee shall accrue at all times while the Signing Date through Subsequent Funding Commitments of the Revolving Credit Termination Date at Lenders remain in effect pursuant to this Agreement, but not beyond the Unused Commitment Fee RateExpiration Date, and shall be due and payable monthly in arrears (x) on the last first Business Day after the end of each calendar month (or portion thereof, in the case of the first payment), commencing with the first Business Day of each Marchthe first full calendar month to occur after the Closing Date, June, September and December, commencing ending on the first Expiration Date (or the end of such Business Day following earlier month in which the Signing Date Subsequent Funding Commitments have been fully funded or expired); provided, however, that if the Lenders fail to advance the Subsequent Funding Advance requested by the Borrower and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and the amount provisions of any Unused Commitment Fee that otherwise would Section 2.11(j) above have been payable satisfied, the unused commitment fee provided herein shall thereafter cease to such Lender accrue. The unused commitment fee shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be calculated on a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lendermonthly basis in arrears.

Unused Commitment Fee. The Borrower agrees shall pay to paythe Funding Agent, for the account of the Lenders entitled thereto, in immediately available dollarsaccordance with their respective Pro Rata Shares, to each Lender a commitment fee (the "Unused Commitment Fee"), accruing at the rate of the Applicable Commitment Fee Margin on the average daily amount from time to time by which the Commitments of such Lender exceeds such Lender’s Ratable Portion of exceed the sum of (i) the aggregate outstanding principal amount of Loans and the Revolving Loans, plus (ii) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for the aggregate Letter period commencing on the Effective Date and ending on the Commitment Termination Date, such portion of Credit Obligations the fee being payable quarterly, in arrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, in the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, (the “I) such Lender shall not be entitled to any Unused Commitment Fee”Fees with respect to its Commitment until such failure has been cured in accordance with Section 3.02(b)(vi)(B) from the Signing Date through the Revolving Credit Termination Date at and (II) until such time, the Unused Commitment Fee Rateshall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such requested Loan, payable in arrears (x) on the last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender allocated among such performing Lenders ratably based upon their relative Commitments, and shall be calculated based upon the average amount by which the aggregate applicable Commitments of such performing Lenders exceeds the sum of (1) the outstanding principal amount of any Unused Commitment Fee that otherwise would have been payable the Loans owing to such Lender shall be retained by performing Lenders, plus (2) the Borrower. For outstanding Reimbursement Obligations owing to such performing Lenders, plus (3) the avoidance aggregate participation interests of doubt, from the date that any such Defaulting Lender ceases performing Lenders arising pursuant to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage Section 2.03(e) with respect to the period during which such Lender was a Defaulting Lenderundrawn and outstanding Letters of Credit.

Unused Commitment Fee. The Borrower agrees Borrowers shall pay to paythe Administrative Agent, in immediately available dollars, to each Lender a commitment fee on for the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion account of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Lenders in accordance with their respective Revolving Credit Obligations Pro Rata Shares, a fee (the “"Revolving Credit Unused Commitment Fee”") accruing from the Signing Date through the Revolving Credit Termination Closing Date at the Unused Commitment Fee Rate, payable in arrears (x) Rate on the last Business Day 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 each Marchsuch fee being payable (A) quarterly, Junein arrears, September and Decemberon the first day of the immediately succeeding quarter, commencing on the first such Business Day following day after the Signing Closing Date and (yB) on the Revolving Credit Termination Date (whether or not such date 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 Rate on the average amount by which the European Overdraft Commitment exceeds the European Overdraft Obligations for the period commencing on the Closing Date and ending on the Revolving Credit Termination Date, the accrued portion of such fee being payable (A) 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 occurs on, before or after the Closing Date). Notwithstanding anything 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 Lender is obligated to fund under the contrary provided in this clause (a)terms hereof, no Defaulting such Lender shall not be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and the amount of any Unused Commitment Fee that otherwise would have with respect to its Revolving Credit Commitment until such failure has been payable to such Lender shall be retained by cured in accordance with Section 3.02(b)(v)(B), and the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower Borrowers shall not be required to pay a “cure” amount or any arrearage with respect Revolving Credit Unused Commitment Fee to the period during which such Lender was a Defaulting Lenderfor such period.

Unused Commitment Fee. The Borrower Company agrees to paypay the Lender on each March 31, in immediately available dollarsJune 30, September 30 and December 31 (with the first payment being due on June 30, 2020) and on each date on which the Commitment of the Lender to each Lender a make Revolving Loans shall be reduced or terminated as provided herein, an unused commitment fee on the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Unused Commitment Fee”), at a rate per annum equal to 0.35% of the actual daily difference between (i) from the Signing Date through aggregate amount of such Commitment and (ii) the aggregate principal amount of all outstanding Revolving Credit Termination Date at Loans (it being understood that if the Lender’s Commitment is terminated or reduced in full or in part pursuant to Section 1(b), the Company shall pay to the Lender, on the date of each reduction or termination of the Commitment, the Unused Commitment Fee Rate, payable in arrears (x) on the last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and the amount of any the Commitment terminated or reduced accrued through the date of such termination or reduction). The Unused Commitment Fee shall be computed on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be, and payable in arrears. The Unused Commitment Fee due to the Lender shall commence to accrue on the Effective Date and shall cease to accrue upon the termination in full of the Commitment of the Lender to make Revolving Loans. Notwithstanding any provision of this Agreement to the contrary, if the Lender becomes a Defaulting Lender, then the Unused Commitment Fee shall cease to accrue on the unfunded portion of its Commitment hereunder. The Lender shall become a “Defaulting Lender” hereunder once it (a) has failed, within three Business Days of the date required to be funded or paid, to fund any portion of its Revolving Loans, unless such Lender notifies the Company in writing that otherwise would have such failure is the result of the Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been payable satisfied, (b) has notified the Company in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on the Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied), (c) has failed, within three Business Days after written request by the Company made in good faith to provide a certification in writing from an authorized officer of the Lender that it will comply with its obligations to fund prospective Revolving Loans, unless the Lender has notified the Company in writing that such failure is the result of the Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, provided that such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases cease to be a Defaulting LenderLender pursuant to this clause (c) upon the Company’s receipt of such certification in form and substance reasonably satisfactory to it, or (d) has become the accrual subject of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount Bankruptcy Event or any arrearage with respect to the period during which such Lender was a Defaulting LenderBail-In Action.

Unused Commitment Fee. Each Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrower agrees shall pay to paythe Administrative Agent for the account of the Lenders, in immediately available dollars, to each Lender a commitment fee (the "Commitment Fee") equal to 0.375% per annum (on the basis of actual days elapsed in a year of 360 days) of the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion balance of the sum Unused Commitment for each day commencing on and including the Closing Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any calendar month shall be payable on the first Business Day of the immediately succeeding calendar month, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. If the Commitment Fee actually paid by the Borrower is insufficient to pay the Line Fee due the Lenders, the deficiency shall be paid to the Lenders by the Swingline Lender from its own funds (and the Borrower shall have no liability with respect thereto). The Administrative Agent shall pay the Commitment Fee (and any amounts payable by the Swingline Lender hereunder) to the Lenders based upon their Commitment Percentages of the aggregate Line Fee due to all Lenders; provided that for purposes of calculating the share of any Person which is both the Swingline Lender and a Lender, such Person's share shall be equal to the difference between (i) the aggregate outstanding principal amount of Loans such Person's Commitment, and (ii) the outstanding sum of (A) such Person's Commitment Percentage of the principal amount of Revolving Loans then outstanding (including the aggregate principal amount of Swingline Loans then outstanding), and (B) such Person's Commitment Percentage of the then Letter of Credit Obligations (the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at the Unused Commitment Fee Rate, payable in arrears (x) on the last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and the amount of any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting LenderOutstandings.

Unused Commitment Fee. Each Revolving Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrower agrees Borrowers shall pay to paythe Administrative Agent for the account of the Revolving Lenders, in immediately available dollars, to each Lender a commitment fee (the "COMMITMENT FEE") equal to 0.375% per annum (on the basis of actual days elapsed in a year of 360 days) of the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion balance of the sum Unused Commitment for each day commencing on and including the Closing Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any calendar quarter shall be payable on the first Business Day of the immediately succeeding calendar quarter, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. If the Commitment Fee actually paid by the Borrowers is insufficient to pay the Line Fee due the Revolving Lenders, the deficiency shall be paid to the revolving Lenders by the Swingline Lender from its own funds (and the Borrowers shall have no liability with respect thereto). The Administrative Agent shall pay the Commitment Fee (and any amounts payable by the Swingline Lender hereunder) to the Revolving Lenders based upon their pro rata share of the aggregate Line Fee due to all Lenders; PROVIDED THAT for purposes of calculating the pro rata share of any Person which is both the Swingline Lender and a Revolving Lender, such Person's share shall be equal to the difference between (i) the aggregate outstanding principal amount sum of Loans such Person's Revolving Commitment, and (ii) the outstanding sum of (A) such Person's Revolving Commitment Percentage of the principal amount of Revolving Loans then outstanding (including the aggregate principal amount of Swingline Loans then outstanding), and (B) such Person's Revolving Commitment Percentage of the then Letter of Credit Obligations (the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at the Unused Commitment Fee Rate, payable in arrears (x) on the last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and the amount of any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting LenderOutstandings.

Unused Commitment Fee. Each Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrower agrees shall pay to paythe Administrative Agent for the account of the Lenders, in immediately available dollars, to each Lender a commitment fee (the “Commitment Fee”) equal to 0.375% per annum (on the basis of actual days elapsed in a year of 360 days) of the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion balance of the sum Unused Commitment for each day commencing on and including the Closing Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any calendar month shall be payable on the first Business Day of the immediately succeeding calendar month, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. If the Commitment Fee actually paid by the Borrower is insufficient to pay the Line Fee due the Lenders, the deficiency shall be paid to the Lenders by the Swingline Lender from its own funds (and the Borrower shall have no liability with respect thereto). The Administrative Agent shall pay the Commitment Fee (and any amounts payable by the Swingline Lender hereunder) to the Lenders based upon their Commitment Percentages of the aggregate Line Fee due to all Lenders; provided that for purposes of calculating the share of any Person which is both the Swingline Lender and a Lender, such Person’s share shall be equal to the difference between (i) the aggregate outstanding principal amount of Loans such Person’s Commitment, and (ii) the outstanding sum of (A) such Person’s Commitment Percentage of the principal amount of Revolving Loans then outstanding (including the aggregate principal amount of Swingline Loans then outstanding), and (B) such Person’s Commitment Percentage of the then Letter of Credit Obligations (the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at the Unused Commitment Fee Rate, payable in arrears (x) on the last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and the amount of any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting LenderOutstandings.

Unused Commitment Fee. The Accruing from the Closing Date until the Maturity Date, the Borrower agrees to paypay to the Administrative Agent for the account of each Revolving Lender according to its Pro Rata Share, in immediately available dollars, to each Lender a nonrefundable unused commitment fee on the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the each an “Unused Commitment Fee”) from equal to (i) in the Signing Date through case of each Revolving Lender (other than the Revolving Credit Termination Date at Swing Line Lender), the Applicable Unused Commitment Fee Rate, payable in arrears Rate (x) computed on the last Business Day basis of each Marcha year of 360 days, Juneas the case may be, September and Decemberactual days elapsed) multiplied by the average daily result of (1) the Revolving Commitments minus (2) the sum of the outstanding Revolving Loans and the outstanding Letters of Credit, commencing and (ii) in the case of the Swing Line Lender, the Applicable Unused Commitment Fee Rate (computed on the first such Business Day following basis of a year of 360 days as the Signing Date case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (1) the Revolving Commitments and (y2) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a)Facility Usage; provided, no Defaulting Lender shall be entitled to receive further, that any Unused Commitment Fees for so long as it remains 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 amount of any Unused Commitment Fee that otherwise would have been payable to Borrower so long as such Lender shall be retained a Defaulting Lender except to the extent that such Unused Commitment Fee shall otherwise have been due and payable by the Borrower. For Borrower prior to such time; and provided further that no Unused Commitment Fee shall accrue with respect to the avoidance Revolving Commitment of doubt, from the date that any such a Defaulting Lender ceases to so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, the accrual of all Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lenderpayable in arrears on each Interest Payment Date.

Unused Commitment Fee. The Borrower agrees shall pay to paythe Administrative Agent 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 immediately available dollars, to each Lender a commitment fee on case until the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at the Unused Commitment Fee RateDate, payable in arrears (x) quarterly on the last Business Day day of each March, June, September and December, commencing June 30, 2005, and on the first such Business Day following Termination Date in respect of the Signing Date and (y) applicable Facility, at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit Termination Date. Notwithstanding anything Commitment of each Appropriate Lender plus such Appropriate Lender's Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter; provided, however, that any unused commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the contrary provided in this clause (a), no Defaulting time such Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains became a Defaulting Lender and unpaid at such time shall not be payable by the amount of any Unused Commitment Fee that otherwise would have been payable to Borrower so long as such Lender shall be retained a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Borrower. For Borrower prior to such time; and provided further that no unused commitment fee shall accrue on any of the avoidance Commitments of doubt, from the date that any such a Defaulting Lender ceases to so long as such Lender shall be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lender.

Unused Commitment Fee. The Borrower agrees to pay, in immediately available dollars, pay to each Lender a commitment fee on Administrative Agent for the average daily amount by which the Commitments account of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Lenders an Unused Commitment Fee”) , at a rate per annum equal to the Applicable Unused Commitment Rate, calculated on the basis of a 360-day year in accordance with this Section from the Signing Date through date hereof and to and including the Revolving Credit Facility Termination Date at 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 each quarter (or portion thereof), the Unused Commitment Fee shall be equal to (A) the average daily Aggregate Commitment during such quarter (or portion thereof) minus (B) the Average Daily Outstandings for such quarter (or portion ----- thereof), with the resulting number multiplied by (C) the Applicable Unused Commitment Rate, payable in arrears and the final product divided by (xD) on the last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and four (y4). Each Lender (including Swing Line Lender) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and share of the amount of any Unused Commitment Fee in the proportion that otherwise would have been payable (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 Lender 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 retained by computed on a daily basis for the Borrowernumber of days for which the fee is being computed. For the avoidance of doubt, from the date that any such Defaulting Lender ceases The Unused Commitment Fee shall continue to be a Defaulting Lender, payable during the accrual of Term Out Period. All accrued Unused Commitment Fees shall resume but be payable on the Borrower shall not be required effective date of any termination of the obligations of Lenders to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lendermake Loans hereunder.

Unused Commitment Fee. The Accruing from the Closing Date until the Maturity Date of the Revolving Term Facility, the Borrower agrees to paypay to the Administrative Agent for the account of each Revolving Term Lender according to its Pro Rata Share, in immediately available dollars, to each Lender a nonrefundable unused commitment fee on the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the each an “Unused Commitment Fee”) from the Signing Date through the Revolving Credit Termination Date at equal to the Unused Commitment Fee Rate, payable in arrears Rate (x) computed on the last Business Day basis of each Marcha year of 360 days, Juneas the case may be, September and December, commencing on actual days elapsed) multiplied by the first such Business Day following average daily difference between the Signing Date amount of (i) the Aggregate Revolving Term Commitment Amount and (yii) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a)Term Facility Usage; provided, no Defaulting Lender shall be entitled to receive however, that any Unused Commitment Fees for so long as it remains 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 payable by the amount of any Unused Commitment Fee that otherwise would have been payable to Borrower so long as such Lender shall be retained a Defaulting Lender except to the extent that such Unused Commitment Fee shall otherwise have been due and payable by the Borrower. For Borrower prior to such time; and provided further that no Unused Commitment Fee shall accrue with respect to the avoidance Revolving Term Commitment of doubt, from the date that any such a Defaulting Lender ceases to so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, the accrual of all Unused Commitment Fees shall resume but be payable on each Interest Payment Date in arrears through the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to last day of the period during which such Lender was a Defaulting Lenderimmediately preceding calendar month.

Unused Commitment Fee. The Accruing from the Closing Date until the Maturity Date, the Borrower agrees to pay, in immediately available dollars, pay to the Administrative Agent for the account of each Lender according to its Pro Rata Share, a nonrefundable unused commitment fee on the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the each an “Unused Commitment Fee”) from equal to 0.20% per annum (computed on the Signing Date through 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 (i) the Revolving Commitments and (ii) the Revolving Credit Termination Date at the Facility Usage; provided, however, that any Unused Commitment Fee Rate, payable in arrears (x) on the last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on accrued with respect to the Revolving Credit Termination Date. Notwithstanding anything Commitment of a Defaulting Lender during the period prior to the contrary provided in this clause (a), no Defaulting time such Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains became a Defaulting Lender and unpaid at such time shall not be payable by the amount of any Unused Commitment Fee that otherwise would have been payable to Borrower so long as such Lender shall be retained a Defaulting Lender except to the extent that such Unused Commitment Fee shall otherwise have been due and payable by the Borrower. For Borrower prior to such time; and provided further that no Unused Commitment Fee shall accrue with respect to the avoidance Revolving Commitment of doubt, from the date that any such a Defaulting Lender ceases to so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, the accrual of all Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lenderpayable in arrears on each Interest Payment Date.

Unused Commitment Fee. The Borrower agrees to paypay to the Administrative Agent for the account of each Revolving Credit Lender under the Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, in immediately available dollars, to each Lender a an unused commitment fee on equal to the average Applicable Rate with respect to unused commitment fees for the Revolving Credit Facility times the actual daily amount by which the aggregate amount of the Revolving Credit Commitments of for such Lender Facility exceeds such Lender’s Ratable Portion of the sum of (iA) the aggregate outstanding principal amount Outstanding Amount of Revolving Credit Loans for such Facility (for the avoidance of doubt, excluding Swing Line Loans) and (iiB) the outstanding amount Outstanding Amount of L/C Obligations for such Facility; provided that any unused commitment fee accrued with respect to any of the aggregate Letter Commitments of Credit Obligations (a Defaulting Lender during the “Unused Commitment Fee”) from period prior to the Signing Date through time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; provided, further, that no unused commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The unused commitment fee on the Revolving Credit Termination Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the Unused Commitment Fee Rateconditions in Article IV is not met, and shall be due and payable quarterly in arrears (x) on the last Business Day of each March, June, September and December, commencing on with the first such Business Day following date to occur after the Signing Closing Date, and on the Maturity Date and (y) on for the Revolving Credit Termination DateFacility. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender The unused commitment fee shall be entitled to receive calculated quarterly in arrears, and if there is any Unused Commitment Fees for so long as it remains a Defaulting Lender and change in the Applicable Rate during any quarter, the actual daily amount of any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained computed and multiplied by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage with respect to the Applicable Rate separately for each period during which such Lender quarter that such Applicable Rate was a Defaulting Lenderin effect.

Unused Commitment Fee. The Borrower agrees to pay, in immediately available dollars, pay to each Lender a commitment fee on Administrative Agent for the average daily amount by which the Commitments account of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Lenders an Unused Commitment Fee”) , at a rate per annum equal to the Applicable Unused Commitment Rate, calculated on the basis of a 360-day year in accordance with this Section from the Signing Date through date hereof and to and including the Revolving Credit Facility Termination Date at 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 each quarter (or portion thereof), the Unused Commitment Fee shall be equal to (A) the average daily Aggregate Commitment during such quarter (or portion thereof) minus (B) the Average Daily Outstandings for such quarter (or portion thereof), with the resulting number multiplied by (C) the Applicable Unused Commitment Rate, payable in arrears and the final product divided by (xD) on the last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and four (y4). Each Lender (including Swing Line Lender) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and share of the amount of any Unused Commitment Fee in the proportion that otherwise would have been payable (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 Lender 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 retained by computed on a daily basis for the Borrowernumber of days for which the fee is being computed. For the avoidance of doubt, from the date that any such Defaulting Lender ceases The Unused Commitment Fee shall continue to be a Defaulting Lender, payable during the accrual of Term Out Period. All accrued Unused Commitment Fees shall resume but be payable on the Borrower shall not be required effective date of any termination of the obligations of Lenders to pay a “cure” amount or any arrearage with respect to the period during which such Lender was a Defaulting Lendermake Loans hereunder.

Unused Commitment Fee. The During the time, from time to time, that the Borrower agrees fails to paymaintain an Investment Grade Credit Rating, in immediately available dollarsthe Borrower shall pay to the Payment and Disbursement Agent, to each Lender a commitment fee on for the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion account of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations Lenders based on their respective Pro Rata Shares, a fee (the “"Unused Commitment Fee”) from "), accruing at a per annum rate equal to the Signing Date through the Revolving Credit Termination Date at the then applicable Unused Commitment Fee Rate, payable in arrears (x) Percentage on the last Business Day of each MarchUnused Facility, Junesuch fee being payable quarterly, September and Decemberin arrears, commencing on the first such Business Day following day of the Signing Date fiscal quarter next succeeding the date that the Borrower fails to maintain an Investment Grade Credit Rating and (y) on the Revolving first day of each fiscal quarter thereafter, until the Borrower regains an Investment Grade Credit Termination DateRating; provided, however, that in the event that the Borrower regains an Investment Grade Credit Rating during any fiscal quarter, the Unused Commitment Fee shall be payable only for the portion of such fiscal quarter during which Borrower failed to maintain an Investment Grade Credit Rating. Notwithstanding anything the foregoing, in the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the contrary provided in Borrower which such Lender is obligated to fund under the terms of this clause Agreement, (a), no Defaulting A) such Lender shall not be entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and portion of the amount of any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the Borrower. For the avoidance of doubt, from the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Unused Commitment Fees shall resume but the Borrower shall not be required to pay a “cure” amount or any arrearage 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 period during Unused Commitment Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such Lender was a Defaulting Lenderrequested 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.