Common use of Unused Commitment Fee Clause in Contracts

Unused Commitment Fee. (a) The Borrowers agree to pay to the Administrative Agent, for the Pro Rata account of each Revolving Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Revolving Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Revolving Loan Commitment Termination Date. 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 Revolving Loan Commitment. (b) The Borrowers agree to pay to the Administrative Agent, for the Pro Rata account of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Termination Date.

Unused Commitment Fee. (a) The Borrowers agree Borrower agrees to pay to the Administrative Agent, for the Pro Rata account of each Revolving Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination DateLenders, an unused commitment fee at for the rate per annum equal period from and including the Closing Date to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of but excluding the Revolving Loan Commitment AmountExpiration Date, based on the aggregate amount, for each day during such period, of the Available Revolving Loan Commitments (without taking into account outstanding Swing Line Loans), and computed at the per annum rate equal to 0.50% (or if the sum of (1) the aggregate principal amount of all Revolving Loans outstanding, (2) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (3) the 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 Expiration Date, based on the aggregate amount, for each day during such period, of the Available Delayed Draw Term Loan Commitments, and computed at the per annum rate equal to 0.50% (or if the aggregate principal amount of all Delayed Draw Term Loans outstanding is greater than 50% of the Aggregate Delayed Draw Term Loan Commitment, on such day, then 0.30%). Such unused commitment fees shall be payable by the Borrowers in installments quarterly in arrears on the last Business Day of each Quarterly Payment DateMarch, commencing with the first Quarterly Payment Date following the Effective DateJune, September and December and on the Revolving Loan Commitment Termination Date. 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 Revolving Loan Commitment. (b) The Borrowers agree to pay to the Administrative Agent, for the Pro Rata account of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when Expiration Date or the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) Expiration Date, as applicable, commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination DateMarch 31, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Termination Date2021.

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

Unused Commitment Fee. (a) The Borrowers agree Borrower agrees to pay to the Administrative Agent, Agent for the Pro Rata account of each Revolving Credit Lender (other than any Defaulting Lender), for the period (including any portion thereof when under the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination DateCredit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average Applicable Rate with respect to unused commitment fees for the Revolving Credit Facility times the actual daily unused portion amount by which the aggregate amount of the Revolving Loan Commitment Amount. Such Credit Commitments for such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans for such Facility (for the avoidance of doubt, excluding Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any unused commitment fees 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 Borrowers 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 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 conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each Quarterly Payment DateMarch, June, September and December, commencing with the first Quarterly Payment Date following such date to occur after the Effective Closing Date, and on the Maturity Date for the Revolving Loan Commitment Termination DateCredit Facility. For purposes of calculating the The unused commitment fee shall be calculated quarterly in arrears, and if there is any change in the making of Swing Line Loans Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Swing Line Lender shall not constitute the usage of the Revolving Loan CommitmentApplicable Rate separately for each period during such quarter that such Applicable Rate was in effect. (b) The Borrowers agree to pay to the Administrative Agent, for the Pro Rata account of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Termination Date.

Unused Commitment Fee. (a) The Borrowers agree to shall pay to Agent a fee (the Administrative Agent, “Unused Commitment Fee”) for the Pro Rata account of each Revolving Lender in an amount equal to: (i) the average daily balances of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar month, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender, plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The Unused Commitment Fee provided in this subsection 1.9(b) shall accrue at all times from and after mutual execution and delivery of this Agreement. Following receipt of the Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Defaulting Lender)Swing Loans) from, for and to the period (including any portion thereof when extent of, the Revolving Loan Unused Commitment is suspended Fee and interest received by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing it on the Effective Date and continuing through the Revolving Loan Commitment Termination DateSwing Loans, an unused commitment fee at the rate per annum amount equal to 0.25% per annum on such Lender’s Percentage of its pro rata share calculated as if the average daily unused portion balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving Loan Commitments of a Non-Funding Lender during the period such Lender is a Non-Funding Lender. The Unused Commitment Fee shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Revolving Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Revolving Loan Commitment Termination Date. 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 Revolving Loan Commitment. (b) The Borrowers agree to pay to the Administrative Agent, Borrower Groups for the Pro Rata account of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Termination Datesame period.

Unused Commitment Fee. (a) Each Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrowers agree to Borrower shall pay to the Administrative Agent, Agent for the Pro Rata account of each Revolving Lender (other than any Defaulting Lender)the Lenders, for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date, an unused a commitment fee at (the rate per annum "Commitment Fee") equal to 0.250.375% per annum (on such Lender’s Percentage the basis of actual days elapsed in a year of 360 days) of the average daily unused portion balance of the Revolving Loan Unused Commitment Amountfor each day commencing on and including the Closing Date and ending on but excluding the Termination Date. Such unused commitment fees The Commitment Fee so accrued in any calendar month shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Business Day of the immediately succeeding calendar month, except that all Commitment Fees so accrued as of the Termination Date following the Effective Date, and shall be payable on the Revolving Loan Commitment Termination Date. For 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 unused commitment fee share of any Person which is both the making of Swing Line Loans by the Swing Line Swingline Lender and a Lender, such Person's share shall not constitute the usage of the Revolving Loan Commitment. (b) The Borrowers agree to pay be equal to the Administrative Agentdifference between (i) such Person's Commitment, for and (ii) the Pro Rata account sum of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan A) such Person's Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion principal amount of Revolving Loans then outstanding (including the principal amount of Swingline Loans then outstanding), and (B) such Person's Commitment Percentage of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Termination Datethen Letter of Credit Outstandings.

Unused Commitment Fee. (a) Each Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrowers agree to shall pay to the Administrative Agent, Agent for the Pro Rata account of each Revolving Lender (other than any Defaulting Lender)the Lenders, for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date, an unused a commitment fee at (the rate per annum "Commitment Fee") equal to 0.250.375% per annum (on such Lender’s Percentage the basis of actual days elapsed in a year of 360 days) of the average daily unused portion balance of the Revolving Loan Unused Commitment Amountfor each day commencing on and including the Closing Date and ending on but excluding the Termination Date. Such unused commitment fees 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 in arrears on each Quarterly Payment Dateis insufficient to pay the Line Fee due the Lenders, commencing 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 first Quarterly Payment Date following Commitment Fee (and any amounts payable by the Effective Date, and on Swingline Lender hereunder) to the Revolving Loan Lenders based upon their Commitment Termination Date. For Percentage of the aggregate Line Fee due to all Lenders; provided that for purposes of calculating the unused commitment fee share of any Person which is both the making of Swing Line Loans by the Swing Line Swingline Lender and a Lender, such Person's share shall not constitute the usage of the Revolving Loan Commitment. (b) The Borrowers agree to pay be equal to the Administrative Agentdifference between (i) such Person's Commitment, for and (ii) the Pro Rata account sum of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan A) such Person's Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion principal amount of Revolving Loans then outstanding (including the principal amount of Swingline Loans then outstanding), and (B) such Person's Commitment Percentage of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Termination Datethen Letter of Credit Outstandings.

Unused Commitment Fee. (a) The Borrowers agree Borrower agrees to pay in immediately available Dollars a commitment fee (the “Unused Commitment Fee”) as follows: (i) to the Administrative Agent, for the Pro Rata account of each Revolving Credit Lender (other than any Defaulting the Swing Loan Lender), for on the period (including any portion thereof when actual daily amount by which the Revolving Loan Credit Commitment is suspended by reason of such Revolving Credit Lender exceeds such Lender’s Ratable Portion of the Borrowers’ inability sum of (A) the aggregate outstanding principal amount of Revolving Loans and (B) the outstanding amount of the aggregate Letter of Credit Obligations from the date hereof to satisfy any condition the Revolving Credit Termination Date at the Applicable Unused Commitment Fee Rate, accruing from the date hereof until the Revolving Credit Termination Date, payable in arrears (x) on the last Business Day of Article V) each calendar quarter, commencing on the Effective first such Business Day following the Closing Date and continuing through (y) on the Revolving Credit Termination Date; provided, however, that no Unused Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender during any period that it is a Defaulting Lender until such time as such failure has been cured (as determined by the Administrative Agent and the Borrower); and (ii) to the Revolving Credit Lender that is the Swing Loan Lender or an Affiliate thereof, on the actual daily amount by which the Revolving Credit Commitment of such Revolving Credit Lender exceeds the sum of (A) the principal amount of the Swing Loans of the Swing Loan Lender outstanding and (B) such Lender’s Ratable Portion of the sum of (1) the aggregate outstanding principal amount of Revolving Loans and (2) the outstanding amount of the aggregate Letter of Credit Obligations from the date hereof to the Revolving Credit Termination Date at the Applicable Unused Commitment Fee Rate, accruing from the date hereof until the Revolving Credit Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Revolving Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears (x) on the last Business Day of each Quarterly Payment Datecalendar quarter, commencing with on the first Quarterly Payment Date such Business Day following the Effective Date, Closing Date and (y) on the Revolving Loan Commitment Termination Date. 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 Revolving Loan Commitment. (b) The Borrowers agree to pay to the Administrative Agent, for the Pro Rata account of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Credit Termination Date.

Unused Commitment Fee. (a) Each Revolving Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrowers agree to shall pay to the Administrative Agent, Agent for the Pro Rata account of each Revolving Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination DateLenders, an unused a commitment fee at (the rate per annum "COMMITMENT FEE") equal to 0.250.375% per annum (on such Lender’s Percentage the basis of actual days elapsed in a year of 360 days) of the average daily unused portion balance of the Revolving Loan Unused Commitment Amountfor each day commencing on and including the Closing Date and ending on but excluding the Termination Date. Such unused commitment fees 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 in arrears on each Quarterly Payment Date, commencing with is insufficient to pay the first Quarterly Payment Date following the Effective Date, and on Line Fee due the Revolving Loan 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 Termination Date. For 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 unused commitment fee pro rata share of any Person which is both the making of Swing Line Loans by the Swing Line Swingline Lender and a Revolving Lender, such Person's share shall not constitute the usage of the Revolving Loan Commitment. (b) The Borrowers agree to pay be equal to the Administrative Agentdifference between (i) the sum of such Person's Revolving Commitment, for and (ii) the Pro Rata account sum of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan A) such Person's Revolving Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion principal amount of Revolving Loans then outstanding (including the principal amount of Swingline Loans then outstanding), and (B) such Person's Revolving Commitment Percentage of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Termination Datethen Letter of Credit Outstandings.

Unused Commitment Fee. (a) The Borrowers agree Borrower agrees to pay to the Administrative Agent, Agent for the Pro Rata account of each Revolving Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date, an unused a commitment fee at the rate per annum (an “Unused Commitment Fee”) equal to 0.25% the Applicable Fee per annum on such Lender’s Percentage of the average daily unused portion amount of the Revolving Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Revolving Commitment terminates; provided that any Unused Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender remains a Defaulting Lender; provided, further, that no Unused Commitment Fee shall accrue on any of the Revolving Loan Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued Unused Commitment Amount. Such unused commitment fees Fees shall be payable by the Borrowers in arrears (A) on the last day of March, June, September and December of each Quarterly Payment Dateyear, commencing with on the first Quarterly Payment Date following such date to occur after the Effective Datedate hereof, and (B) on the Revolving Loan Commitment Termination Date. Unused Commitment Fees shall 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 last day). For purposes of calculating computing Unused Commitment Fees, a Revolving Commitment of a Lender shall be deemed to be used to the unused commitment fee extent of the making outstanding Revolving Loans and Letter of Swing Line Loans by Credit Obligations of such Lender (and the Swing Line Loan obligations of any Lender shall not constitute the usage of the Revolving Loan Commitmentbe disregarded for all purposes). (b) The Borrowers agree to pay to the Administrative Agent, for the Pro Rata account of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Termination Date.

Unused Commitment Fee. (ai) The Borrowers agree to shall pay to the Administrative Agent, for the account of the Revolving Lenders in accordance with their respective Revolving Loan Pro Rata account Shares, an Unused Commitment Fee, accruing on the average amount by which the Revolving Credit Commitments exceed the sum of each (A) the outstanding principal amount of the Revolving Lender Loans, plus (other than any Defaulting Lender)B) the outstanding Reimbursement Obligations, plus (C) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Closing Date and continuing through ending on the Revolving Loan Commitment Credit Termination Date, an unused commitment fee at such Unused Commitment Fee being payable (I) quarterly, in arrears, commencing on the first day of the calendar quarter next succeeding the Closing Date and (II) on the Revolving Credit Termination Date. During the period commencing on August 2, 2000 and ending on August 1, 2001, the rate per annum equal at which the Unused Commitment Fee shall accrue and be payable shall be increased by one-fortieth of one percent (0.025%) for that portion of such period in which Performance Levels 1, 2, or 3 are applicable. (ii) Notwithstanding the foregoing, in the event that any Revolving Lender fails to 0.25% per annum on fund its Revolving Loan Pro Rata Share of any Revolving Loan requested by the Borrowers which such Lender’s Percentage Lender is obligated to fund under the terms of this Agreement, (A) such Lender shall not be entitled to any Unused Commitment Fees with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 4.02(b)(v)(B) and (B) until such time, the average daily unused portion Unused Commitment Fee shall accrue in favor of the Revolving Lenders which have funded their respective Revolving Loan Commitment Amount. Such unused commitment fees Pro Rata Shares of such requested Revolving Loan, shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Dateallocated among such performing Revolving Lenders ratably based upon their respective Revolving Credit Commitments, and on the Revolving Loan Commitment Termination Date. 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 Revolving Loan Commitment.be calculated based upon the (biii) The Borrowers agree to shall pay to the Administrative Agent, for the account of the Tranche C Term Lenders in accordance with their respective Tranche C Term Loan Pro Rata account of each Delayed Draw Shares, an Unused Commitment Fee accruing on the Tranche C Term Lender (other than any Defaulting Lender), Loan Commitments for the period (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through ending on the Delayed Draw Funding Date for the Tranche C Term Loan Loans, such Unused Commitment Termination DateFee being payable quarterly, an unused commitment fee at in arrears, commencing on the rate per annum equal to 0.25% per annum on such Lender’s Percentage first day of the average daily unused portion of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following calendar quarter next succeeding the Effective Date, Date and on the Delayed Draw Funding Date for the Tranche C Term Loan Commitment Termination DateLoans.

Unused Commitment Fee. (a) The Borrowers agree Borrower agrees to pay to the Administrative Agent, Agent for the Pro Rata account of each Revolving Lender (other than any Defaulting Lender)Lenders an Unused Commitment Fee, for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date, an unused commitment fee at the a rate per annum equal to 0.25% per annum the Applicable Unused Commitment Rate, calculated on such Lender’s Percentage the basis of a 360-day year in accordance with this Section from the average daily unused portion of date hereof and to and including the Revolving Loan Commitment Amount. Such unused commitment fees shall be Facility Termination Date, and payable by the Borrowers quarterly in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Dateday of each January, April, July and October hereafter and on the Revolving Loan Commitment Facility Termination Date. 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 Revolving Loan Commitment. each quarter (b) The Borrowers agree to pay to the Administrative Agent, for the Pro Rata account of each Delayed Draw Term Lender (other than any Defaulting Lenderor portion thereof), for the period (including any portion thereof when the Delayed Draw Term Loan Unused Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum Fee shall be equal to 0.25% per annum on such Lender’s Percentage of (A) the average daily unused Aggregate Commitment during such quarter (or portion thereof) minus (B) the Average Daily Outstandings for such quarter (or portion thereof), with the resulting number multiplied by (C) the Applicable Unused Commitment Rate, and the final product divided by (D) four (4). Each Lender (including Swing Line Lender) shall be entitled to a share of the Delayed Draw Unused Commitment Fee in the proportion that (x) such Lender's average daily Unused Commitment for such quarter (or portion thereof) bears to (y) the average daily aggregate Unused Commitments of all Lenders for such quarter (or portion thereof). If the Unused Commitment Fee is being computed for less than a full quarter, the number used in clause (D) above shall be computed on a daily basis for the number of days for which the fee is being computed. The Unused Commitment Fee shall continue to be payable during the Term Loan Out Period. All accrued Unused Commitment Amount. Such unused commitment fees Fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Termination Dateeffective date of any termination of the obligations of Lenders to make Loans hereunder.

Unused Commitment Fee. (a) The Borrowers agree During the time, from time to time, that the Borrower fails to maintain an Investment Grade Credit Rating, the Borrower shall pay to the Administrative Payment and Disbursement Agent, for the account of the Lenders based on their respective Pro Rata account of each Revolving Lender Shares, a fee (other than any Defaulting Lenderthe "Unused Commitment Fee"), for accruing at a per annum rate equal to the period (including any portion thereof when then applicable Unused Commitment Fee Percentage on the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) Unused Facility, such fee being payable quarterly, in ar rears, commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage first day of the average daily unused 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, until the Borrower regains an Investment Grade Credit Rating; provided, however, that in the event that the Borrower regains an Investment Grade Credit Rating during any fiscal quarter, the Unused Commitment Fee shall be payable only for the portion of such fiscal quarter during which Borrower failed to maintain an Investment Grade Credit Rating. Notwithstanding the foregoing, in the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, (A) such Lender shall not be entitled to any portion of the Unused Commitment Fee with respect to its Revolving Loan Credit Commitment Amount. Such unused commitment fees until such failure has been cured in accordance with Section 4.2(b)(v)(B) and (B) until such time, the Unused Commitment Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such requested Loan, shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Dateallocated among such performing Lenders ratably based upon their relative Revolving Credit Commitments, and on shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitment Termination Date. For purposes Credit Commitments of calculating such performing Lenders exceeds the unused commitment fee sum of (I) the making of Swing Line Loans by the Swing Line Lender shall not constitute the usage outstanding principal amount of the Revolving Loan Commitment. (b) The Borrowers agree Loans owing to pay to the Administrative Agent, for the Pro Rata account of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Dateperforming Lenders, and on (II) the Delayed Draw Term Loan Commitment Termination Dateoutstanding 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. (a) The Borrowers agree to shall pay to the Administrative Agent, Agent a fee (the “Unused Commitment Fee”) for the Pro Rata account of each Revolving Lender in an amount equal to: (other than any Defaulting Lender), for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article Vi) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion balance of the Revolving Loan Commitment Amount. Such unused commitment fees of such Lender during the respective period for which the Unused Commitment Fee is being determined (the “Average Total Commitment”), 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 payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Revolving Loan Commitment Termination Date. For deemed to be zero for purposes of calculating the unused commitment fee Unused Commitment Fee) plus (y) the making average daily amount of Swing Line Loans LC Obligations held by such Lender, in each case, during the respective period for which the Unused Commitment Fee is being determined (the Average Total Commitment less the amount provided in this clause (ii) above, the “Average Utilization”); (iii) multiplied by the Swing Line Lender shall not constitute Applicable Commitment Fee Percentage; provided, that (x) to the usage of extent the foregoing relate to any Commitments other than Initial Revolving Loan Commitment. Commitments (b) The Borrowers agree and related outstandings), the Applicable Commitment Fee Percentage applicable thereto shall be subject to pay modification as agreed by the respective Lenders providing such Commitments and as notified by them to the Administrative AgentAgent at the time of the establishment thereof, for and (y) no Unused Commitment Fee shall accrue on any of the Pro Rata account Commitments of each Delayed Draw Term a Defaulting Lender (other than any so long as such Lender shall be a Defaulting Lender), for . The total fee paid by the period (including any portion thereof when Borrowers under this Section 4.10(b) will be equal to the Delayed Draw Term Loan Commitment is suspended by reason sum of all of the Borrowers’ inability fees due to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Delayed Draw Term Loan Commitment AmountLenders. Such unused commitment fees fee shall be payable by the Borrowers quarterly in arrears on each Quarterly Payment Date, commencing with the last Business Day of the first Quarterly Payment Date 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, and on the Delayed Draw Term Loan Commitment Termination Date.

Unused Commitment Fee. (a) The Borrowers agree Borrower agrees to pay in immediately available Dollars a commitment fee (the "UNUSED COMMITMENT FEE") as follows: (i) to the Administrative Agent, for the Pro Rata account of each Revolving Credit Lender (other than any Defaulting the Swing Loan Lender), for on the period (including any portion thereof when actual daily amount by which the Revolving Loan Credit Commitment is suspended by reason of such 66 CREDIT AGREEMENT PRESTIGE BRANDS, INC. Revolving Credit Lender exceeds such Lender's Ratable Portion of the Borrowers’ inability to satisfy any condition sum of Article V(A) the aggregate outstanding principal amount of Revolving Loans and (B) the outstanding amount of the aggregate Letter of Credit Obligations from the date hereof through the Revolving Credit Termination Date at the Applicable Unused Commitment Fee Rate, payable in arrears (x) on the last Business Day of each calendar quarter, commencing on the Effective first such Business Day following the Closing Date and continuing (y) on the Revolving Credit Termination Date; and (ii) to the Revolving Credit Lender that is the Swing Loan Lender or an Affiliate thereof, on the actual daily amount by which the Revolving Credit Commitment of such Revolving Credit Lender exceeds the sum of (A) the principal amount of the Swing Loans of Swing Loan Lender outstanding and (B) such Lender's Ratable Portion of the sum of (1) the aggregate outstanding principal amount of Revolving Loans and (2) the outstanding amount of the aggregate Letter of Credit Obligations from the date hereof through the Revolving Loan Commitment Credit Termination Date, an unused commitment fee Date at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Revolving Loan Applicable Unused Commitment Amount. Such unused commitment fees shall be Fee Rate, payable by the Borrowers in arrears (x) on the last Business Day of each Quarterly Payment Datecalendar quarter, commencing with on the first Quarterly Payment Date such Business Day following the Effective Date, Closing Date and (y) on the Revolving Loan Commitment Termination Date. 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 Revolving Loan Commitment. (b) The Borrowers agree to pay to the Administrative Agent, for the Pro Rata account of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Credit Termination Date.

Unused Commitment Fee. (a) The Borrowers agree U.S. Borrower agrees to pay the following amounts with respect to the Administrative AgentRevolving Credit Facility and the Stand-Alone Letter of Credit Facility, for as applicable: (i) to each Revolving Credit Lender, a commitment fee on the Pro Rata account actual daily amount by which the Revolving Credit Commitment of such Lender exceeds the sum of (A) the outstanding principal amount of the Dollar Equivalent of Revolving Loans held by it and (B) such Lender’s Ratable Portion of the outstanding amount of the Letter of Credit Obligations from the date hereof through the Revolving Credit Termination Date at the Applicable Unused Commitment Fee Rate, payable in arrears (x) on the first Business Day of each Revolving Lender (other than any Defaulting Lender)calendar quarter, for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective first such Business Day following the Closing Date and continuing through the Revolving Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Revolving Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and (y) on the Revolving Loan Commitment Credit Termination Date. For purposes ; and AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION (ii) to each Stand-Alone Letter of calculating the unused Credit Participant, a commitment fee on the making actual daily amount by which the Stand-Alone Letter of Swing Line Loans by the Swing Line Lender shall not constitute the usage Credit Commitment of such Stand-Alone Letter of Credit Participant exceeds such Stand-Alone Letter of Credit Participant’s Ratable Portion of the Revolving Loan Commitment. (b) The Borrowers agree to pay to the Administrative Agent, for the Pro Rata account of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason outstanding amount of the Borrowers’ inability to satisfy any condition Stand-Alone Letter of Article VCredit Obligations held by it from the date hereof through the Stand-Alone Letter of Credit Termination Date at the Applicable Unused Commitment Fee Rate, payable in arrears (x) on the first Business Day of the calendar quarter, commencing on the Effective first Business Day following the Closing Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and (y) on the Delayed Draw Term Loan Commitment Stand-Alone Letter of Credit Termination Date.

Unused Commitment Fee. (a) Each Tranche A Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrowers agree to Loan Parties shall pay to the Administrative Agent, Agent for the Pro Rata account of each Revolving Lender (other than any Defaulting Lender)the Tranche A Lenders, for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date, an unused a commitment fee at (the rate per annum "Commitment Fee") equal to 0.250.50% per annum (on such Lender’s Percentage the basis of actual days elapsed in a year of 365 or 366 days, as applicable) of the average daily unused portion balance of the Revolving Loan Unused Tranche A Commitment Amountfor each day commencing on and including the Closing Date and ending on but excluding the Termination Date. Such unused commitment fees The Commitment Fee so accrued in any calendar month shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Business Day of the immediately succeeding calendar month, except that all Commitment Fees so accrued as of the Termination Date following the Effective Date, and shall be payable on the Revolving Loan Commitment Termination Date. For If the Commitment Fee actually paid by the Loan Parties is insufficient to pay the Line Fee due the Tranche A Lenders, the deficiency shall be paid to the Tranche A Lenders by the Swingline Lender from its own funds (and the Loan Parties shall have no liability with respect thereto). The Administrative Agent shall pay the Commitment Fee (and any amounts payable by the Swingline Lender hereunder) to the Tranche A Lenders based upon their pro rata share of the aggregate Line Fee due to all Tranche A Lenders; provided that for purposes of calculating the unused commitment fee pro rata share of any Person which is both the making of Swing Line Loans by the Swing Line Swingline Lender and a Tranche A Lender, such Person's share shall not constitute the usage of the Revolving Loan Commitment. (b) The Borrowers agree to pay be equal to the Administrative Agentdifference between (i) the sum of such Person's Tranche A Commitment, for and (ii) the Pro Rata account sum of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan A) such Person's Tranche A Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion principal amount of Tranche A Loans then outstanding (including the principal amount of Swingline Loans then outstanding), and (B) such Person's Tranche A Commitment Percentage of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Termination Datethen Letter of Credit Outstandings.

Unused Commitment Fee. (a) The Borrowers agree to shall pay to the Administrative Funding Agent, for the account of the Lenders entitled thereto, in accordance with their respective Pro Rata account Shares, a fee (the "Unused Commitment Fee"), accruing at the rate of each the Applicable Commitment Fee Margin on the sum of (i) the Term A Loan Commitment then in effect and (ii) the amount from time to time by which the Revolving Lender Loan Commitments exceed the sum of (other than any Defaulting Lender)A) the outstanding principal amount of the Revolving Loans, plus (B) the outstanding Reimbursement Obligations, plus (C) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through ending on the Revolving Loan Commitment Termination Date or Term A Commitment Termination Date, an unused commitment fee at as the rate per annum equal to 0.25% per annum on case may be, such Lender’s Percentage of the average daily unused portion of the Revolving Loan Commitment Amount. Such unused commitment fees shall be fee being payable by the Borrowers quarterly, in arrears on each Quarterly Payment Datearrears, commencing with the first Quarterly Payment Date following the Effective Date. Notwithstanding the foregoing, and on 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, (I) such Lender shall not be entitled to any Unused Commitment Fees with respect to its Revolving Loan Commitment Termination Date. For purposes of calculating until such failure has been cured in accordance with Section 3.02(b)(vi)(B) and (II) until such time, the unused commitment fee the making of Swing Line Loans by the Swing Line Lender Unused Commitment Fee shall not constitute the usage accrue in favor of the Revolving Loan Commitment. (b) The Borrowers agree to pay to the Administrative Agent, for the Lenders which have funded their respective Pro Rata account Shares of each Delayed Draw Term Lender such requested Loan, shall be 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 (other than any Defaulting Lender), for 1) the period (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason outstanding principal amount of the Borrowers’ inability Loans owing to satisfy any condition such performing Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (3) the aggregate participation interests of Article Vsuch performing Lenders arising pursuant to Section 2.03(e) commencing on the Effective Date with respect to undrawn and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage outstanding Letters of the average daily unused portion of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Termination DateCredit.

Unused Commitment Fee. (a) Each Revolving Credit Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrowers agree to shall pay to the Administrative Agent, Agent for the Pro Rata account of each Revolving Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination DateCredit Lenders, an unused a commitment fee at (the rate per annum "Commitment Fee") equal to 0.25% per annum (on such Lender’s Percentage the basis of actual days elapsed in a year of 360 days) of the average daily unused portion balance of the Revolving Loan Unused Commitment Amountfor each day commencing on and including the Closing Date and ending on but excluding the Termination Date. Such unused commitment fees 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 in arrears on each Quarterly Payment Date, commencing with is insufficient to pay the first Quarterly Payment Date following the Effective Date, and on Line Fee due the Revolving Loan Credit Lenders, the deficiency shall be paid to the Revolving Credit Lenders by the Swingline Lender from its own funds (and the Borrowers shall have no liability with respect thereto). The Administrative Agent shall pay the Commitment Termination Date. For Fee (and any amounts payable by the Swingline Lender hereunder) to the Revolving Credit Lenders based upon their Revolving Credit Commitment Percentage of the aggregate Line Fee due to all Revolving Credit Lenders; provided that, for purposes of calculating the unused commitment fee share of any Person which is both the making of Swing Line Loans by the Swing Line Swingline Lender and a Revolving Credit Lender, such Person's share shall not constitute the usage of the Revolving Loan Commitment. (b) The Borrowers agree to pay be equal to the Administrative Agentdifference between (i) such Person's Revolving Credit Commitment, for and (ii) the Pro Rata account sum of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan A) such Person's Revolving Credit Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion principal amount of Revolving Credit Loans then outstanding (including the principal amount of Swingline Loans then outstanding), and (B) such Person's Revolving Credit Commitment Percentage of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Termination Datethen Letter of Credit Outstandings.

Unused Commitment Fee. (a) The Domestic Borrowers jointly and severally agree to pay to the Administrative Agent, for the Pro Rata account of each Revolving Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Revolving Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective DateDomestic Lenders, and on the Revolving Loan Commitment Termination Date. 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 Revolving Loan Commitment. (b) The Multicurrency Borrowers jointly and severally agree to pay to the Administrative Agent, for the account of the Multicurrency Lenders, in accordance with each Lender's respective Pro Rata account Shares of the applicable Credit Facility, a fee (the "UNUSED COMMITMENT FEE"), in each Delayed Draw Term Lender case accruing from the Closing Date at a per annum rate equal to the Applicable Unused Commitment Fee Rate in effect as of the payment date set forth below, on the average amount by which (other than any Defaulting Lender)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 (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Closing Date and continuing through ending on the Delayed Draw Term Loan Commitment Termination Date, an unused commitment the accrued portion of such fee at being payable (A) monthly, in arrears, on the rate per annum equal to 0.25% per annum on such Lender’s Percentage first Business Day of the average daily unused portion of immediately succeeding calendar month, commencing on the Delayed Draw Term Loan Commitment Amountfirst such day after the Closing Date and (B) on the Termination Date. Such unused commitment fees Notwithstanding the foregoing, no Defaulting Lender shall be payable by entitled to any Unused Commitment Fees with respect to its Commitment under the Borrowers applicable Credit Facility until such Lender ceases to be a Defaulting Lender in arrears on each Quarterly Payment Date, commencing accordance with the first Quarterly Payment Date following the Effective DateSECTION 3.02(b)(iv)(B), and on the Delayed Draw Term Loan no Borrower shall be required to pay any Unused Commitment Termination DateFees with respect to such Credit Facility to such Lender for such period.

Unused Commitment Fee. (a) The Borrowers agree to shall pay to the Administrative Agent, for the account of the Lenders in accordance with their respective Revolving Credit Pro Rata account of each Shares, a fee (the "Revolving Lender (other than any Defaulting Lender), Credit Unused Commitment Fee") accruing from the Closing Date at the Unused Commitment Fee Rate on the average amount by which the Revolving Credit Commitments exceed the Revolving Credit Obligations for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Closing Date and continuing through ending on the Revolving Loan Commitment Credit Termination Date, an unused commitment the accrued portion of such fee at being payable (A) quarterly, in arrears, on the rate per annum equal to 0.25% per annum on such Lender’s Percentage first day of the average daily unused portion of the Revolving Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Dateimmediately succeeding quarter, commencing with on the first Quarterly Payment such day after the Closing Date following the Effective Date, and (B) on the Revolving Loan 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). For purposes Notwithstanding the foregoing, in the event that any Lender fails to fund its Revolving Credit Pro Rata Share of calculating any Revolving Loan requested by any Borrower which such Lender is obligated to fund under the unused commitment fee the making of Swing Line Loans by the Swing Line terms hereof, such Lender shall not constitute be entitled to any Unused Commitment Fee with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 3.02(b)(v)(B), and the usage of the Revolving Loan Commitment. (b) The Borrowers agree shall not be required to pay any Revolving Credit Unused Commitment Fee to the Administrative Agent, such Lender for the Pro Rata account of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Termination Dateperiod.

Unused Commitment Fee. (a) The Borrowers agree During the time, from time to time, that the Borrower fails to maintain an Investment Grade Credit Rating, the Borrower shall pay to the Administrative Payment and Disbursement Agent, for the account of the Lenders based on their respective Pro Rata account of each Revolving Lender Shares, a fee (other than any Defaulting Lenderthe "Unused Commitment Fee"), for accruing at a per annum rate equal to the period (including any portion thereof when then applicable Unused Commitment Fee Percentage on the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) Unused Facility, such fee being payable quarterly, in arrears, commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage first day of the average daily unused 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, until the Borrower regains an Investment Grade Credit Rating; provided, however, that in the event that the Borrower regains an Investment Grade Credit Rating during any fiscal quarter, the Unused Commitment Fee shall be payable only for the portion of such fiscal quarter during which Borrower failed to maintain an Investment Grade Credit Rating. Notwithstanding the foregoing, in the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, (A) such Lender shall not be entitled to any portion of the Unused Commitment Fee with respect to its Revolving Loan Credit Commitment Amount. Such unused commitment fees until such failure has been cured in accordance with Section 4.2(b)(v)(B) and (B) until such time, the Unused Commitment Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such requested Loan, shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Dateallocated among such performing Lenders ratably based upon their relative Revolving Credit Commitments, and on shall be calculated based upon the average amount by which the aggregate Revolving Loan Commitment Termination Date. For purposes Credit Commitments of calculating such performing Lenders exceeds the unused commitment fee sum of (I) the making of Swing Line Loans by the Swing Line Lender shall not constitute the usage outstanding principal amount of the Revolving Loan Commitment. (b) The Borrowers agree Loans owing to pay to the Administrative Agent, for the Pro Rata account of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Dateperforming Lenders, and on (II) the Delayed Draw Term Loan Commitment Termination Dateoutstanding 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 to pay in immediately available Dollars: (a) The Borrowers agree to pay to each Tranche A Lender a commitment fee on the Administrative Agentactual daily amount by which the Revolving Credit Commitment of such Tranche A Lender exceeds such Tranche A Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Tranche A Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Unused Tranche A Commitment Fee”) from the Effective Date through the Revolving Credit Termination Date at 0.375% per annum, for payable in arrears (A) on the Pro Rata account first Business Day of each Revolving Lender (other than any Defaulting Lender)calendar month, for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the first such Business Day following the Effective Date and continuing (B) on the Revolving Credit Termination Date and (b) to each Tranche A-1 Lender a commitment fee on the actual daily amount by which the Revolving Credit Commitment of such Tranche A-1 Lender exceeds such Tranche A-1 Lender’s Ratable Portion of the aggregate outstanding principal amount of Tranche A-1 Loans (the “Unused Tranche A-1 Commitment Fee”) from the Effective Date through the Revolving Loan Commitment Credit Termination Date, an unused commitment fee Date at the rate per annum equal to 0.250.375% per annum on such Lender’s Percentage of the average daily unused portion of the Revolving Loan Commitment Amount. Such unused commitment fees shall be annum, payable by the Borrowers in arrears (i) on the first Business Day of each Quarterly Payment Datecalendar month, commencing with on the first Quarterly Payment Date such Business Day following the Effective Date, and on the Revolving Loan Commitment Termination Date. 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 Revolving Loan Commitment. (b) The Borrowers agree to pay to the Administrative Agent, for the Pro Rata account of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through (ii) on the Delayed Draw Term Loan Commitment Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Delayed Draw Term Loan Commitment Amount. Such unused commitment fees 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 Borrowers in arrears on each Quarterly Payment DateBorrower. For the avoidance of doubt, commencing 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 first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Termination Dateperiod during which such Lender was a Defaulting Lender.

Unused Commitment Fee. (a) The Domestic Borrowers jointly and severally agree to pay to the Administrative Agent, for the Pro Rata account of each Revolving Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender’s Percentage of the average daily unused portion of the Revolving Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective DateDomestic Lenders, and on the Revolving Loan Commitment Termination Date. 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 Revolving Loan Commitment. (b) The Multicurrency Borrowers jointly and severally agree to pay to the Administrative Agent, for the account of the Multicurrency Lender, in accordance with each Lender’s respective Pro Rata account Shares of the applicable Credit Facility, a fee (the “Unused Commitment Fee”), in each Delayed Draw Term Lender case accruing from the Closing Date at a per annum rate equal to the Applicable Unused Commitment Fee Rate in effect as of the payment date set forth below, on the average amount by which (other than any Defaulting Lender)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 (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Closing Date and continuing through ending on the Delayed Draw Term Loan Commitment Termination Date, an unused commitment the accrued portion of such fee at being payable (A) monthly, in arrears, on the rate per annum equal to 0.25% per annum on such Lender’s Percentage first Business Day of the average daily unused portion of immediately succeeding calendar month, commencing on the Delayed Draw Term Loan first such day after the Closing Date and (B) on the Termination Date; provided, that subsequent to the date on which the Domestic Lenders fund their participations in the Multicurrency Facility, the Unused Commitment Amount. Such unused commitment fees Fee on the Multicurrency Facility shall be payable by ratably distributed among the Borrowers Domestic Lenders to the extent of their funded participations. Notwithstanding the foregoing, no Defaulting Lender shall be entitled to any Unused Commitment Fees with respect to its Commitment under the applicable Credit Facility until such Lender ceases to be a Defaulting Lender in arrears on each Quarterly Payment Date, commencing accordance with the first Quarterly Payment Date following the Effective DateSection 3.02(b)(iv)(B), and on the Delayed Draw Term Loan no Borrower shall be required to pay any Unused Commitment Termination DateFees with respect to such Credit Facility to such Lender for such period.

Unused Commitment Fee. As of the Effective Date, the Unused Commitment Fee currently payable in Note C and Note D shall be adjusted in Amended and Restated Note C and in Amended and Restated Note D, respectively, as follows: (a) The Borrowers agree Amended and Restated Note C shall contain the following provision with respect to the Unused Commitment Fee: “Borrower shall pay to the Administrative Agent, for the Pro Rata account of each Revolving Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date, an unused commitment fee at payable in arrears with each interest payment payable on an Interest Payment Date under the rate per annum terms of this Note, in an amount equal to 0.25% (i) if the outstanding principal balance under this Note is less than or equal to fifty percent (50%) of the maximum amount available to be borrowed under this Note (initially $100,000,000, as may be reduced by any permitted prepayments of principal that may not be reborrowed), twenty (20) basis points per annum on annum, or (ii) if the outstanding principal balance under this Note is greater than fifty percent (50%) of such Lender’s Percentage of maximum amount available to be borrowed under this Note, ten (10) basis points per annum, in each case times the average daily unused difference between such maximum amount and the actual advanced and outstanding balance of this Note for the immediately preceding interest accrual period (i.e., the semiannual period). Borrower may elect in its discretion, and Lender may elect upon the occurrence of an Event of Default as defined in the Loan Agreement, to cancel any portion of the Revolving Loan Commitment Amountcommitment to continue to make or draw funds available under this Note. Such Upon any such cancellation, Borrower’s future obligation to pay any unused commitment fees that have yet to accrue will be relieved. Borrower’s obligation to pay any Unused Commitment Fees that has not then accrued shall be payable by cease upon the Borrowers expiration of Borrower’s ability to request Subsequent Disbursements under this Note, as established in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Revolving Loan Commitment Termination Date. 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 Revolving Loan CommitmentAgreement.” (b) The Borrowers agree Amended and Restated Note D shall contain the following provision with respect to the Unused Commitment Fee: “Borrower shall pay to the Administrative Agent, for the Pro Rata account of each Delayed Draw Term Lender (other than any Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at payable in arrears with each interest payment payable on an Interest Payment Date under the rate per annum terms of this Note in an amount equal to 0.25% (i) if the outstanding principal balance under this Note is less than or equal to fifty percent (50%) of the maximum amount available to be borrowed under this Note, twenty (20) basis points per annum on such Lender’s Percentage annum, or (ii) if the outstanding principal balance under this Note is greater than fifty percent (50%) of the maximum amount available to be borrowed under this Note, ten (10) basis points per annum, in each case times the average daily unused difference between the maximum available amount under this Note ($50,000,000.00) and the actual advanced and outstanding balance of this Note for the immediately preceding quarter. Borrower may elect in its discretion, and Lender may elect upon the occurrence of an Event of Default as defined in the Loan Agreement, to cancel any portion of the Delayed Draw Term Loan Commitment Amountcommitment to continue to make or draw funds available under this Note. Such Upon any such cancellation, Borrower’s future obligation to pay any unused commitment fees that have yet to accrue will be relieved.” Notwithstanding anything herein or in Note C or in Note D to the contrary, the provisions stated in this Section 3 to be included in Amended and Restated Note C and Amended and Restated Note D shall be payable by apply and be effective as to Note C and Note D as of the Borrowers in arrears on each Quarterly Payment Date, commencing with the date first Quarterly Payment Date following the Effective Date, and on the Delayed Draw Term Loan Commitment Termination Datewritten above.