Common use of Unused Commitment Fee Clause in Contracts

Unused Commitment Fee. Accruing from the Closing Date until the Term Loan Commitment Termination Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed on the 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 calendar quarter (in arrears through the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified 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. Accruing from the Closing Date until the Term Loan Commitment Termination DateThe Borrower agrees to pay, the Borrowers agree in immediately available dollars, to pay to the 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 “Unused Commitment Fee”) equal to from the Signing Date through the Revolving Credit Termination Date at the Unused Commitment Fee Rate Rate, payable in arrears (computed x) on the basis 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 year Defaulting Lender and the amount of 360 days and actual days elapsed) multiplied any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the average daily difference between (i) Borrower. For the Term Loan Amount and (ii) avoidance of doubt, from the aggregate principal amount date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall resume but the Borrower shall not be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless required to pay a Default “cure” amount or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee arrearage with respect to the principal balance of the Term Loans. After period during which such Specified 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 interestLender was a Defaulting Lender.

Unused Commitment Fee. Accruing from the Closing Date until (and including) the Term Loan Commitment Termination Sixth Amendment Effective Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed on the 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 calendar quarter (in arrears through the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination DateApril 3, 2023. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified 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. Accruing from the Closing Date until the Term Loan Commitment Termination Date, the The Borrowers agree to shall pay to the Lender Administrative Agent a nonrefundable unused commitment fee (the “Unused Commitment Fee”) for the account of each Lender in an amount equal to to: (i) the average daily balance of the Commitment of such Lender during the respective period for which the Unused Commitment Fee Rate is being determined, less (ii) the sum of, without duplication, (x) the average daily balance of all Loans held by such Lender (provided, that the aggregate amount of Swing Line Loans outstanding shall be deemed to be zero for purposes of calculating the Unused Commitment Fee) plus (y) the average daily amount of LC Obligations held by such Lender, in each case, during the respective period for which the Unused Commitment Fee is being determined; (iii) multiplied by the Applicable Commitment Fee Percentage; provided, that (x) to the extent the foregoing relate to any Commitments other than Initial Revolving Loan Commitments (and related outstandings), the Applicable Commitment Fee Percentage applicable thereto shall be subject to modification as agreed by the respective Lenders providing such Commitments and as notified by them to the Administrative Agent at the time of the establishment thereof, and (y) no Unused Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The total fee paid by the Borrowers under this Section 4.10(b) will be equal to the sum of all of the fees due to the Lenders. Such fee shall be payable quarterly in arrears on the last Business Day of the first calendar quarter ended following the date hereof and the last Business Day of each calendar quarter thereafter. The Unused Commitment Fee provided in this Section 4.10(b) shall accrue at all times from and after the Effective Date. The accrued Unused Commitment Fee shall be computed on the 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 for the actual number of days elapsed during the applicable period (including the first Business Day of each calendar quarter (in arrears through day but excluding the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”period). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified 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. Accruing The Borrower shall pay to the Administrative Agent for the account of the Lenders an unused commitment fee, from the Closing Date date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case until the Term Loan Commitment Termination Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed on the 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 calendar quarter (in arrears through monthly on the last day of the immediately preceding quarter) each month, commencing July 31, 2004, and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee Date in respect of the Borrowers 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 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 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; and provided further that no unused commitment fee shall accrue on April 3, 2023 (for any of the fee accruing for the quarter ending March 31, 2023) may be paid in kind (Commitments of a Defaulting Lender so long as such fee, the “Specified PIK Fee”). The Specified PIK Fee Lender shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified 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 interesta Defaulting Lender.

Unused Commitment Fee. Accruing from For each day prior to the Closing Date until end of the Term Loan Commitment Termination DateAvailability Period, the Borrowers agree to shall pay to the Administrative Agent for the account of each Lender a nonrefundable (other than Defaulting Lenders to the extent set forth in Section 2.16(a)(iii)) in accordance with its Applicable Percentage, an unused commitment fee (the “Unused Commitment Fee”) equal to the Applicable Rate multiplied by the actual daily undrawn amount of the aggregate of the Term Commitments, subject to adjustment as provided in Section 2.16. The Unused Commitment Fee Rate (computed on shall accrue at all times during the basis of a year of 360 days Availability Period, 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 due and payable quarterly in cash arrears on the first last Business Day of each calendar quarter (in arrears through March, June, September and December, commencing with the last day of first such date to occur after the immediately preceding quarter) Closing Date, and on the Term Loan Commitment Termination DateMaturity Date (and, if applicable, thereafter on demand). Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the The Unused Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate for Unused Commitment Fees set forth in the definition of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee“Applicable Rate” during any quarter, the “Specified PIK Fee”). The Specified PIK Fee actual daily amount shall be deemed paid computed and discharged, without the taking of any further action multiplied by the Borrowers, by automatically adding Applicable Rate for Unused Commitment Fees separately for each period during such Specified PIK Fee to the principal balance of the Term Loans. After quarter that such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal Applicable Rate for all purposes hereunder and shall itself bear interestUnused Commitment Fees was in effect.

Unused Commitment Fee. Accruing from In the Closing Date until event Loans in the Term Loan New Commitment Termination Amounts are not fully funded on the Increase Date, the Borrowers agree to Borrower shall pay to the Lender a nonrefundable Administrative Agent for allocation to the Lenders in accordance with their respective Subsequent Funding Commitment Percentage, an unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate twenty-five basis points (0.25%) per annum (computed over the applicable monthly period on the basis of a 360-day year and the actual number of 360 days and actual days elapsed) multiplied by times the average actual daily difference between (i) the Term Loan Amount and (ii) amount of the aggregate principal amount outstanding Subsequent Funding Commitments of Term Loans actually funded under all Lenders having outstanding Subsequent Funding Commitments in effect on such day calculated for each day during the Term Loan Facilityapplicable calendar month. All Unused Commitment Fees The unused commitment fee shall accrue at all times while the Subsequent Funding Commitments of the Lenders remain in effect pursuant to this Agreement, but not beyond the Expiration Date, and shall be due and payable quarterly monthly in cash arrears on the first Business Day after the end of each calendar quarter month (or portion thereof, in arrears through the last day case of the immediately preceding quarter) first payment), commencing with the first Business Day of the first full calendar month to occur after the Closing Date, and ending on the Term Loan Commitment Termination Date. Notwithstanding Expiration Date (or the foregoingend of such earlier month in which the Subsequent Funding Commitments have been fully funded or expired); provided, unless a Default or Event however, that if the Lenders fail to advance the Subsequent Funding Advance requested by the Borrower and so long as the provisions of Default has occurred and is continuingSection 2.11(j) above have been satisfied, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the unused commitment fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”)provided herein shall thereafter cease to accrue. The Specified PIK Fee unused commitment fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified 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 interestcalculated on a monthly basis in arrears.

Unused Commitment Fee. Accruing from the Closing Date until (and including) the Term Loan Commitment Termination TerminationSixth Amendment Effective Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed on the 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 calendar quarter (in arrears through the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination Date.April 3, 2023. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified 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. Accruing The Borrower shall pay to the Administrative Agent for the account of the Lenders an unused commitment fee, from the Closing Date date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case until the Term Loan Commitment Termination Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed on the 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 calendar quarter (in arrears through quarterly on the last day of the immediately preceding quarter) each March, June, September and December, commencing June 30, 2005, and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee Date in respect of the Borrowers applicable Facility, at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit 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 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; and provided further that no unused commitment fee shall accrue on April 3, 2023 (for any of the fee accruing for the quarter ending March 31, 2023) may be paid in kind (Commitments of a Defaulting Lender so long as such fee, the “Specified PIK Fee”). The Specified PIK Fee Lender shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified 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 interesta Defaulting Lender.

Unused Commitment Fee. Accruing The Borrower shall pay to the Administrative Agent for the account of the Lenders an unused commitment fee, from the Closing Date date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case until the Term Loan Commitment Termination Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed on the 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 calendar quarter (in arrears through quarterly on the last day of the immediately preceding quarter) each March, June, September and December, commencing June 30, 2006, and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee Date in respect of the Borrowers applicable Facility, at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit 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 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; and provided further that no unused commitment fee shall accrue on April 3, 2023 (for any of the fee accruing for the quarter ending March 31, 2023) may be paid in kind (Commitments of a Defaulting Lender so long as such fee, the “Specified PIK Fee”). The Specified PIK Fee Lender shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified 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 interesta Defaulting Lender.

Unused Commitment Fee. Accruing The Borrower shall pay to the Administrative Agent for the account of the Lenders an unused commitment fee, from the Closing Date 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 each case until the Term Loan Commitment Termination Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed payable in arrears monthly on the basis first day of a year each month, commencing July 1, 2003, and on the Termination Date, at the rate of 360 days and actual days elapsed) multiplied by .50% per annum on 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 of such Lender or, if aggregate Advances exceed 50% of the Revolving Credit 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 Borrower so long as such Lender shall be payable quarterly in cash on a Defaulting Lender except to the first Business Day of each calendar quarter (in arrears through the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and PROVIDED FURTHER, HOWEVER, that no commitment fee shall accrue on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (Revolving Credit Commitments of a Defaulting Lender so long as such fee, the “Specified PIK Fee”). The Specified PIK Fee Lender shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified 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 interesta Defaulting Lender.

Unused Commitment Fee. Accruing The Borrower shall pay to the Administrative Agent for the account of the Lenders an unused commitment fee, from the Closing Date date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case until the Term Loan Commitment Termination Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed on the 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 calendar quarter (in arrears through quarterly on the last day of the immediately preceding quarter) each March, June, September and December, commencing September 30, 2004, and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee Date in respect of the Borrowers applicable Facility, at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit 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 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; and provided further that no unused commitment fee shall accrue on April 3, 2023 (for any of the fee accruing for the quarter ending March 31, 2023) may be paid in kind (Commitments of a Defaulting Lender so long as such fee, the “Specified PIK Fee”). The Specified PIK Fee Lender shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified 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 interesta Defaulting Lender.

Unused Commitment Fee. Accruing from In addition to the Closing Date until the Term Loan Commitment Termination Datepayments provided for in Section 3, the Borrowers agree shall pay or cause to pay be paid to the Administrative Agent, for the account of each Lender a nonrefundable Group, an unused commitment fee at the rate of 20 basis points (0.20%) per annum on the “Unused Commitment Fee”) equal to of the Unused Commitment Fee Rate (computed Committed Lenders in such Lender Group which was unused, calculated on the basis of actual days elapsed in a year consisting 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 arrears on the first Business Day of each calendar quarter (in arrears through for the last day preceding calendar quarter. For purposes of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuingthis Section 2.12, the Unused Commitment Fee of 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 due as described herein and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”)no other purposes. The Specified PIK Fee No Lender Group shall be deemed entitled to receive any unused commitment fee for any period during which the Committed Lender in such Lender Group is a Defaulting Committed Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid and dischargedto such Lender Group) (provided that, without for any Lender Group with two or more Committed Lenders, such Lender Group shall not be entitled to receive any unused commitment fee corresponding to the taking Commitment of any further action by the BorrowersCommitted Lender in such Lending Group that is a Defaulting Committed Lender, by automatically adding such Specified PIK Fee but shall remain entitled to receive any unused commitment fee corresponding to the principal balance Commitment of the Term Loans. After any Committed Lender in such Specified PIK Fee Lending Group that is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestnot a Defaulting Committed Lender).

Unused Commitment Fee. Accruing from the Closing Date until the Term Loan Commitment Termination Maturity Date, the Borrowers agree Borrower agrees to pay to the Administrative Agent for the account of each Lender according to its Pro Rata Share, a nonrefundable unused commitment fee (the each an “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate 0.20% per annum (computed on the basis of a year of 360 days days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Term Loan Amount Revolving Commitments and (ii) the aggregate principal amount Revolving Credit Facility Usage; provided, however, that any Unused Commitment Fee accrued with respect to the Revolving Commitment of Term Loans actually funded under a Defaulting Lender during the Term Loan Facilityperiod 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 shall be a Defaulting Lender except to the extent that such Unused Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Unused Commitment Fee shall accrue with respect to the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All Subject to the provisos in the directly preceding sentence, all Unused Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination each Interest Payment Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified 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. Accruing from the Closing Date until the Term Loan Commitment Termination Date, the (a) The Borrowers agree to shall pay to the Lender Administrative Agent for the account of the Non-Extending Lenders, a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Applicable Commitment Fee Rate (computed on the basis of actual days elapsed in a year of 360 days and actual days elapseddays) multiplied by of the average daily difference between (i) balance of the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees 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 fiscal quarter shall be payable quarterly in cash on the first Business Day of the immediately succeeding fiscal quarter, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. (b) The Borrowers shall pay to the Administrative Agent for the account of the Extending Lenders, a commitment fee (the “Extended Term Unused Fee”) equal to 0.50% per annum (on the basis of actual days elapsed in a year of 360 days) of the average daily balance of the Extended Term Unused Commitment for each calendar day commencing on and including the Effective Date and ending on but excluding the Extended Termination Date. The Extended Term Unused Fee so accrued in any fiscal quarter (in arrears through shall be payable on the last day first Business Day of the immediately preceding succeeding fiscal quarter) and , except that all Extended Term Unused Fees so accrued as of the Extended Termination Date shall be payable on the Term Loan Commitment Extended Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified 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. Accruing from the Closing Date until the Term Loan Commitment Termination Date, the Borrowers agree The Borrower agrees to pay to the Administrative Agent, for the Pro Rata account of each Lender a nonrefundable (other than any Defaulting Lender), for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrower’s inability to satisfy any condition of Section 5.2) commencing on the Restatement Date and continuing through the Maturity Date, an unused commitment fee (at the “Unused Commitment Fee”) rate per annum equal to the Unused Commitment Fee Rate (computed on the basis such Lender’s Percentage of a year of 360 days and actual days elapsed) multiplied by the average daily difference between (i) unused portion of the Term Revolving Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan FacilityCommitment Amount. All Unused Commitment Fees The unused commitment fee shall be payable quarterly by the Borrower in cash arrears on each Quarterly Payment Date, commencing with the first Business Day of each calendar quarter (in arrears through Quarterly Payment Date following the last day of the immediately preceding quarter) Restatement Date, and on the Term Loan Commitment Termination Maturity Date. Notwithstanding the foregoingThe unused commitment fee shall be calculated quarterly in arrears, unless a Default or Event of Default has occurred and if there is continuing, any change in the Unused Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Unused Commitment Fee Rate separately for each period during such quarter that such Unused Commitment Fee Rate was in effect. For purposes of calculating the unused commitment fee the making of Swing Line Loans by the Swing Line Lender shall not constitute the usage of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified 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 interestRevolving Loan Commitment.