Common use of Unused Commitment Fee Clause in Contracts

Unused Commitment Fee. The Borrower shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, (iii) multiplied by the Applicable Margin with respect to the Unused Commitment Fee rate then in effect. The total Unused Commitment Fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing with the first such date to occur after the Closing Date. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment Fee.

Unused Commitment Fee. The In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), Borrower shall pay to Agent a fee (the “Unused Commitment Fee”) Administrative Agent, for the account of each Revolving Lender (other than Non-Funding LendersCommitted Lender, subject an unused commitment fee which shall accrue at a rate per annum equal to the terms of Section 1.11(e)(i)) in an amount equal to: product of: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender difference during the immediately preceding calendar quarterquarter between (A) such Committed Lender’s Commitment and (B) such Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar quarter (such product the “Unused Commitment”), less and (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, (iii) multiplied by the Applicable Margin with respect rate equal to the Unused Commitment Fee rate then in effect0.25% per annum. The total Unused Commitment Fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such unused commitment fee shall be payable quarterly in arrears on the last first (1st) Business Day of each calendar quarter, commencing with quarter for the first such date to occur after preceding calendar quarter and on the Closing Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for Notwithstanding anything herein the account of each Revolving Lender (other than Non-Funding Lenderscontrary, subject to the terms of Section 1.11(e)(i)) at all times from and including the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Swingline Loans shall will not be counted towards or considered usage of the Revolving Loan Commitments deemed to be utilization for purposes of determining calculating the Unused Commitment Feeunused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfied.

Unused Commitment Fee. The Subject to Section 1.11(e), the Borrower shall pay to the Revolver Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of the Swingline Lender, the daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar quarter; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) with respect to the Swingline Lender be less than zero, (iii) multiplied by the Applicable Margin with respect to the Unused Commitment Fee rate then in effectone half of one percent (0.5%) per annum. The total Unused Commitment Fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i1.11(e)(vi). Such fee shall be payable quarterly in arrears on the last Business Day first day of each calendar quarter, commencing with quarter following the first such date to occur after the Closing Datehereof. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including after the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis execution and delivery of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment Feethis Agreement.

Unused Commitment Fee. The Borrower shall pay to the Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, less (ii) less 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, (iiiii) multiplied by the Applicable Margin with respect to the Unused Commitment Fee rate then in effect. The total Unused Commitment Fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees due to the respective Lenders, in each case, subject to Section 1.11(e)(i1.11(e)(vi). Such fee Unused Commitment Fees shall be payable quarterly in arrears on the last Business Day of each calendar quarter, quarter commencing with the first such date to occur after the Closing Datecalendar quarter ending on or about September 30, 2017. The Unused Commitment Fee Fees provided in this Section 1.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including after the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis execution and delivery of a 360-day year and actual days elapsedthis Agreement. For the avoidance purposes of doubtthis Section 1.9(b), the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes Commitment of determining any Non-Funding Lender shall be deemed to be zero, except to the Unused extent such Revolving Loan Commitment Feeshall have been reallocated to another Revolving Lender pursuant to and in accordance with this Agreement.

Unused Commitment Fee. The Borrower shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, (iii) multiplied by the Applicable Margin with respect to the Unused Commitment Fee rate then in effect. The total Unused Commitment Fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last first Business Day after the end of each calendar quarter, commencing with the first such date to occur after the Closing Date. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment Fee.

Unused Commitment Fee. The Borrower Borrowers shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than a Revolving Lender that is a Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)Lender) in an amount equal to: (i) the average daily balance balances of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quartermonth, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Margin with respect to the Unused Commitment Line Fee rate then in effectper annum. The total Unused Commitment Fee fee paid by the Borrower Borrowers will be equal to the sum of all of the Unused Commitment Fees fees due to the Lenders, subject to Section 1.11(e)(i1.11(e)(vi). Such fee shall be payable quarterly monthly in arrears on the last Business Day first day of each calendar quarter, commencing with month following the first such date to occur after the Closing Datehereof. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including after the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis execution and delivery of a 360-day year and actual days elapsedthis Agreement. For the avoidance purposes of doubtthis Section 1.9(b), the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes Commitment of determining the Unused Commitment Feeany Non-Funding Lender shall be deemed to be zero.

Unused Commitment Fee. The Borrower Borrowers shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quartermonth, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of the 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 Margin with respect to the Unused Commitment Fee rate then in effectLine Fee. The total Unused Commitment Fee fee paid by the Borrower Borrowers will be equal to the sum of all of the Unused Commitment Fees Fee due to the Lenders, subject to Section 1.11(e)(i1.11(e)(vi). Such fee shall be payable quarterly monthly in arrears on the last Business Day first (1st) day of each calendar quarter, commencing with month following the first such date to occur after the Closing Datehereof. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including after the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis execution and delivery of a 360-day year and actual days elapsedthis Agreement. For the avoidance purposes of doubtthis Section 1.9(b), the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes Commitment of determining the Unused Commitment Feeany Non-Funding Lender shall be deemed to be zero.

Unused Commitment Fee. The Borrower Borrowers shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of the Swing Lender, the daily balance of all outstanding Swing Loans held by such Swing Lender, in each case, during the preceding calendar quarter; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) with respect to the Swing Lender be less than zero, (iii) multiplied by the Applicable Margin with respect to the Unused Commitment Fee rate then in effectper annum. The total Unused Commitment Fee paid by the Borrower Borrowers will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i2.11(e)(vi). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing with quarter following the first such date to occur after the Closing Datehereof. The Unused Commitment Fee provided in this Section 1.9(b2.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including after the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis execution and delivery of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment Feethis Agreement.

Unused Commitment Fee. The Borrower Borrowers shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the difference of (A) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, less (iiB) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender during the preceding calendar quarter plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender during the preceding calendar quarter, plus (z) in the case of the Swing Lender,, the daily balance of all outstanding Swing Loans held by such Swing Lender, in each case, during the preceding calendar quarter; (iiiC) multiplied by provided that in no event shall the Applicable Margin amount computed pursuant to Section 2.9(b)(i)(A) and Section 2.9(b)(i)(B) with respect to the Unused Commitment Fee rate then in effectSwing Lender be less than zero, (ii) multiplied by one quarter of one percent (0.25%) per annum. The total Unused Commitment Fee paid by the Borrower Borrowers will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i2.11(e)(vi). Such fee shall be payable quarterly in arrears on the last Business Day day of each calendar quarter, commencing with the first such date to occur after quarter following the Closing Date. The Unused Commitment Fee provided in this Section 1.9(b2.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including after the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis execution and delivery of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment Feethis Agreement.

Unused Commitment Fee. The Borrower Borrowers shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance balances of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quartermonth, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, in each case, during the preceding calendar month (such result of (x) plus (y) for any applicable period, the “Usage”); provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Facility Fee Margin with respect to the Unused Commitment Fee rate then in effectper annum. The total Unused Commitment Fee fee paid by the Borrower Borrowers will be equal to the sum of all of the Unused Commitment Fees fees due to the Lenders, subject to Section 1.11(e)(isubsection 1.11(e)(vi). Such fee shall be payable quarterly monthly in arrears on the last Business Day first day of each calendar quarter, commencing with month following the first such date to occur after the Closing Datehereof. The Unused Commitment Fee provided in this Section subsection 1.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including after the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis execution and delivery of a 360-day year and actual days elapsedthis Agreement. For the avoidance purposes of doubtthis subsection 1.9(b), the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes Commitment of determining the Unused Commitment Feeany Non-Funding Lender shall be deemed to be zero.

Unused Commitment Fee. The Borrower Borrowers shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: : (i) the difference of (A) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, less less (iiB) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender during the preceding calendar quarter plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender during the preceding calendar quarter, plus (z) in the case of the Swing Lender, (iii, the daily balance of all outstanding Swing Loans held by such Swing Lender, in each case, during the preceding calendar quarter; provided that in no event shall the amount computed pursuant to Section 2.9(b)(i)(A) multiplied by the Applicable Margin and Section 2.9(b)(i)(B) with respect to the Unused Commitment Fee rate then in effectSwing Lender be less than zero, (ii) multiplied by one quarter of one percent (0.25%) per annum. The total Unused Commitment Fee paid by the Borrower Borrowers will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i2.11(e)(vi). Such fee shall be payable quarterly in arrears on the last Business Day day of each calendar quarter, commencing with the first such date to occur after quarter following the Closing Date. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment Fee.

Unused Commitment Fee. The Borrower shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than subject to subsection 1.11(e)(vi) with respect to any Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)Lender) in an amount equal to: (i) the average daily balance balances of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quartermonth, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of the Swing Line Lender, the average daily balance of all outstanding Swing Loans held by such Swing Line Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Margin with respect to the Unused Commitment Fee rate then in effectone-half percent (0.5%) per annum. The total Unused Commitment Fee fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees fees due to the Lenders, subject to Section 1.11(e)(isubsection 1.11(e)(vi). Such fee shall be payable quarterly monthly in arrears on the last Business Day first day of the calendar month following the date hereof and the first day of each calendar quarter, commencing with the first such date to occur after the Closing Datemonth thereafter. The Unused Commitment Fee provided in this Section subsection 1.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including after the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis execution and delivery of a 360-day year and actual days elapsedthis Agreement. For the avoidance purposes of doubtthis subsection 1.9(b), the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes Commitment of determining the Unused Commitment Feeany Non-Funding Lender shall be deemed to be zero.

Unused Commitment Fee. The Borrower shall pay to Agent the Agent, for the account of the Lenders based on their respective Pro Rata Shares, a fee (the “"Unused Commit- ment Fee"), accruing at a per annum rate equal to the then applicable Unused Commitment Fee”) for Fee Percentage on the account Unused Commitment, such fee being payable monthly, in arrears, com- mencing on and on the first day of each Revolving month thereafter. Notwithstanding the foregoing, in the event that any Lender (other than Non-Funding Lenders, subject 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 Section 1.11(e)(i)this Agreement, (A) in an amount equal to: (i) the average daily balance such Lender shall not be entitled to any portion of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, (iii) multiplied by the Applicable Margin Unused Commit- ment Fee with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 4.2(b)(v)(B) and (B) until such time, the Unused Commitment Fee rate then shall accrue in effect. The total Unused Commitment Fee paid favor of the Lenders which have funded their respective Pro Rata Shares of such requested Loan, shall be allocated among such performing Lenders ratably based upon their relative Revolving Credit Commitments, and shall be calculated based upon the average amount by which the Borrower will be equal to aggregate Revolving Credit Commitments of such perform- ing Lenders exceeds the sum of all the outstanding principal amount of the Unused Commitment Fees due Loans owing to the such performing Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing with the first such date to occur after the Closing Date. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment Fee.

Unused Commitment Fee. The Borrower Borrowers shall pay to Agent the Agent, for the ratable benefit of the Revolving Lenders, a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Aggregate Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarterCommitment, less (ii) the sum of (x) the average daily principal balance of all Revolving Loans held by such Revolving Lender outstanding plus (y) the average daily amount of Letter of Credit Obligations held by such plus (z) the average daily principal balance of Swing Loans, in each case, during the preceding month (the sum of (x), (y) and (z), the “Average Daily Revolving Lender, (iii) Amount”), multiplied by the Applicable Margin with respect to the Unused Commitment Fee rate then in effectPercentage calculated as of the last day of such preceding month. The total Unused Commitment Fee fee paid by the Borrower Borrowers will be equal to the sum of all of the Unused Commitment Fees fees due to the Lenders, subject to Section 1.11(e)(isubsection 1.11(e)(vi). Such fee shall be payable quarterly monthly in arrears on the last Business Day first day of the month following the date hereof and the first day of each calendar quarter, commencing with the first such date to occur after the Closing Datemonth thereafter. The Unused Commitment Fee provided in this Section subsection 1.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis after mutual execution and delivery of a 360-day year and actual days elapsedthis Agreement. For the avoidance purposes of doubtthis subsection 1.9(b), the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes Commitment of determining any Non-Funding Lender pursuant to clause (a) of the Unused Commitment Feedefinition thereof shall be deemed to be zero.

Unused Commitment Fee. The In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), Borrower shall pay to Agent a fee (the “Unused Commitment Fee”) Administrative Agent, for the account of each Revolving Lender (other than Non-Funding LendersCommitted Lender, subject an unused commitment fee which shall accrue at a rate per annum equal to the terms of Section 1.11(e)(i)) in an amount equal to: product of: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender difference during the immediately preceding calendar quarterquarter between (A) such Committed Lender’s Commitment and (B) such Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar quarter (such product the “Unused Commitment”), less and (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, (iii) multiplied by the Applicable Margin with respect rate equal to the Unused Commitment Fee rate then in effect0.20% per annum. The total Unused Commitment Fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such unused commitment fee shall be payable quarterly in arrears on the last first (1st) Business Day of each calendar quarter, commencing with quarter for the first such date to occur after preceding calendar quarter and on the Closing Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for Notwithstanding anything herein the account of each Revolving Lender (other than Non-Funding Lenderscontrary, subject to the terms of Section 1.11(e)(i)) at all times from and including the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Swingline Loans shall will not be counted towards or considered usage of the Revolving Loan Commitments deemed to be utilization for purposes of determining calculating the Unused Commitment Feeunused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfied.

Unused Commitment Fee. The Borrower In addition to the payments provided for in Section 3 and subject to Section 2.12(a)(iii), Borrowers shall pay to (a) Administrative Agent, for the account of each Lender or (b) if directed by Administrative Agent a at such times as there is only one (1) Lender, such Lender at its Lending Office, an unused commitment fee (the an “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject which shall accrue at a rate per annum equal to the terms of Section 1.11(e)(i)) in an amount equal to: product of: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender difference during the immediately preceding calendar quartermonth between (A) such Lender’s Commitment and (B) such Lender’s outstanding Principal Obligation during such calendar month (the “Unused Commitment”), less and (ii) the sum of (xA) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, (iii) multiplied by the Applicable Margin with respect prior to the date that is six months after the Effective Date, fifty basis points (0.50%) per annum, and (B) thereafter, (I) at any time that the aggregate Unused Commitment Fee rate then in effect. The total is less than or equal to thirty percent (30%) of the Maximum Commitment, forty basis points (0.40%) per annum, (II) at any time that the aggregate Unused Commitment Fee paid by the Borrower will be is greater than thirty percent (30%) but less than or equal to the sum of all fifty percent (50%) of the Maximum Commitment, fifty basis points (0.50%) per annum and (III) at any time that the aggregate Unused Commitment Fees due to exceeds fifty percent (50%) of the LendersMaximum Commitment, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing with the first such date to occur after the Closing Date. The Unused Commitment Fee provided in this Section 1.9(bone hundred basis points (1.00%) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminateper annum. The Unused Commitment Fee shall be computed payable in arrears on the basis applicable Settlement Date of a 360-day year each month for the preceding calendar month. Borrowers and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining Lenders acknowledge and agree that the Unused Commitment FeeFees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Lenders for committing to make funds available to Borrowers as described herein and for no other purposes.

Unused Commitment Fee. The Borrower Borrowers shall pay to the Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding the Lenders, subject a commitment fee (the "Commitment Fee") equal to the terms Applicable Margin per annum (on the basis of Section 1.11(e)(i)actual days elapsed in a year of 360 days) in an amount equal to: (i) of the average daily balance of the Revolving Loan Unused Commitment for each day commencing on and including the Effective Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any calendar quarter shall be payable on the first Business Day of such Revolving Lender during the preceding immediately succeeding calendar quarter, less except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. The Agent shall pay the Commitment Fee to the Lenders based upon their pro rata share of the aggregate Commitment Fee due to all Lenders; provided that for purposes of calculating the pro rata share of any Person which is both the Swingline Lender and a Lender, such Person's share shall be equal to the difference between (i) such Person's Commitment, and (ii) the sum of (xA) such Person's Commitment Percentage of the average daily balance principal amount of all Revolving Loans held by such Revolving Lender plus then outstanding (y) including the average daily principal amount of Swingline Loans then outstanding), and (B) such Person's Commitment Percentage of the then Letter of Credit Obligations held by such Revolving Lender, (iii) multiplied by Outstandings. Prior to June 3, 2005, the Applicable Margin with respect to the Unused Commitment Fee rate then in effect. The total Unused Commitment Fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing with the first such date to occur after the Closing Date. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on accrue as specified in this Agreement prior to giving effect to the basis Second Amendment. 1.11 Amendment to Section 2.13. Clause (a)(ii) of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage Section 2.13 of the Revolving Loan Commitments for purposes of determining the Unused Commitment Fee.Credit Agreement shall be amended and restated in its entirety to read in full as follows:

Unused Commitment Fee. The From the Closing Date, Borrower shall be obligated to pay Administrative Agent, for the benefit of all Revolver Lenders that are neither Defaulting Lenders nor Potential Defaulting Lenders with respect to Agent which any Issuing Lender or Swingline Lender has exercised the right to require cash collateralization pursuant to Subsection 1.17(A)(i) or 1.17(B)(i) from Borrower or such Potential Defaulting Lender (based upon their respective Pro Rata Shares of the Revolver Loan Commitment), a fee (the “Unused Revolver Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: to (i) the Revolver Loan Commitment less the sum of (1) the average daily outstanding balance of Revolver Loans (other than the Revolving Loan Commitment Swingline Loans) plus (2) the average daily outstanding Letter of such Revolving Lender Credit Usage, in each case during the preceding calendar quarter, less quarter multiplied by (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, (iii) multiplied by the Applicable Margin with respect to the Unused applicable Commitment Fee rate then in effect. The total Unused Commitment Fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing with the first such date to occur after the Closing Date. The Unused Commitment Fee Margin as provided in this Section 1.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding LendersSubsection 1.2(B), subject to the terms of Section 1.11(e)(i)) at all times from and including the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed calculated on the basis of a 360-day year and for the actual number of days elapsed. For Such fees are to be paid quarterly in arrears on the avoidance last day of doubteach calendar quarter for such calendar quarter (or portion thereof), with the outstanding amount of Swing Loans shall not be counted towards or considered usage of final such payment due on the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeRevolver Expiration Date.

Unused Commitment Fee. The In addition to the payments provided for in Section 3 and subject to Section 2.15(a)(iii), Borrower shall pay to Agent a fee (the “Unused Commitment Fee”) Administrative Agent, for the account of each Revolving Lender (other than Non-Funding LendersCommitted Lender, subject an unused commitment fee which shall accrue at a rate per annum equal to the terms of Section 1.11(e)(i)) in an amount equal to: product of: (i) the average daily balance difference during the immediately preceding calendar quarter between (A) such Committed Lender’s Commitment and (B) such Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar quarter (such product the “Unused Commitment”), and (ii)(x) if at any time the aggregate Unused Commitment is equal to or less than 50% of the Revolving Loan Commitment of such Revolving Lender during Maximum Commitment, then the preceding calendar quarter, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus rate equal to 0.25% per annum and (y) at any time the average daily amount of Letter of Credit Obligations held by such Revolving Lender, (iii) multiplied by the Applicable Margin with respect to the aggregate Unused Commitment Fee is greater than 50% of the Maximum Commitment, then the rate then in effectequal to 0.35% per annum. The total Unused Commitment Fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such unused commitment fee shall be payable quarterly in arrears on the last first Business Day of each calendar quarter, commencing with quarter for the first such date to occur after preceding calendar quarter and on the Closing Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for Notwithstanding anything herein the account of each Revolving Lender (other than Non-Funding Lenderscontrary, subject to the terms of Section 1.11(e)(i)) at all times from and including the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Swingline Loans shall will not be counted towards or considered usage of the Revolving Loan Commitments deemed to be utilization for purposes of determining calculating the Unused Commitment Feeunused commitment fees above. Borrower and Committed Lenders acknowledge and agree that the unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to Committed Lenders for committing to make funds available to Borrower as described herein and for no other purposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfied.

Unused Commitment Fee. The Borrower Company shall pay to Agent the Administrative Agent, for the account of the Lenders in accordance with their respective Pro Rata Shares, a fee (the “-81- 83 "Unused Commitment Fee”"), accruing from the period beginning on the Effective Date and ending on but not including the Revolving Credit Termination Date at the Unused Commitment Fee Rate in effect from time to time on the average amount by which the Revolving Credit Commitments exceed the Revolving Credit Obligations for such period, the accrued portion of such fee being payable (A) quarterly, in arrears, commencing on the last day of the quarter in which the Effective Date occurs and (B) on the Revolving Credit Termination Date. Notwithstanding the foregoing, in the event that any Lender fails to fund its Pro Rata Share of any Loan requested by any Borrower which such Lender is obligated to fund under the terms hereof, 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 3.02(b)(v)(B) and the Company shall not be required to pay any Unused Commitment Fees to such Lender or to the Administrative Agent for the account of each Revolving such Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of for such Revolving Lender during the preceding calendar quarter, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, (iii) multiplied by the Applicable Margin with respect to the Unused Commitment Fee rate then in effect. The total Unused Commitment Fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing with the first such date to occur after the Closing Date. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis of a 360-day year and actual days elapsed. For the avoidance of doubt, the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes of determining the Unused Commitment Feeperiod.

Unused Commitment Fee. The Borrower shall pay to Agent the Agent, for the account of the Lenders based on their respective Pro Rata Shares, a fee (the “"Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders"), subject equal to the terms product of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender difference during the immediately preceding calendar quarterquarter between (A) the Commitments and (B) the Outstanding Balance (as such may be reduced in accordance with Section 4.1(d) hereof), less and (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, (iii) multiplied by the Applicable Margin with respect to the Unused Commitment Fee rate then in effect. The total Unused Commitment Fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to Section 1.11(e)(i). Such fee shall be payable quarterly in arrears 0.20% on the last Business Day of each calendar quarter, commencing with the first such date to occur after the Closing Date. The Unused Commitment Fee provided in this Section 1.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis of a 360-day year basis, and (iii) the actual number of days elapsedin such calendar quarter, such fee being payable quarterly, in arrears, commencing on the first day of the calendar quarter next succeeding the Closing Date, and on the first day of each calendar quarter thereafter. For Notwithstanding the avoidance foregoing, in the event that any Lender fails to fund its Pro Rata Share of doubtany Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, the outstanding amount of Swing Loans (A) such Lender shall not be counted towards or considered usage entitled to any portion of the Revolving Loan Commitments for purposes of determining the Unused Commitment FeeFee with respect to its Commitment until such failure has been cured 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 and shall be allocated among such performing Lenders ratably based upon their relative Commitments.

Unused Commitment Fee. The Borrower shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) in an amount equal to: (i) the average daily balance balances of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quartermonth, less (ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Margin with respect to the Unused Commitment Fee rate then in effectone-half percent (0.5%) per annum. The total Unused Commitment Fee fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees fees due to the Lenders, subject to Section 1.11(e)(isubsection 1.11(e)(vi). Such fee shall be payable quarterly monthly in arrears on the last Business Day first day of the calendar month following the date hereof and the first day of each calendar quarter, commencing with the first such date to occur after the Closing Datemonth thereafter. The Unused Commitment Fee provided in this Section subsection 1.9(b) shall accrue for the account of each Revolving Lender (other than Non-Funding Lenders, subject to the terms of Section 1.11(e)(i)) at all times from and including after the Closing Date through (but excluding) the date on which such Revolving Lender’s Commitments terminate. The Unused Commitment Fee shall be computed on the basis execution and delivery of a 360-day year and actual days elapsedthis Agreement. For the avoidance purposes of doubtthis subsection 1.9(b), the outstanding amount of Swing Loans shall not be counted towards or considered usage of the Revolving Loan Commitments for purposes Commitment of determining the Unused Commitment Feeany Non-Funding Lender shall be deemed to be zero.