Common use of Unused Commitment Fee Clause in Contracts

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.12(a)(iii), the Borrowers shall pay to (a) the Administrative Agent, for the account of each Lender, or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at its Lending Office, an unused commitment fee (an “Unused Commitment Fee”) which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar month between (A) such Lender’s Commitment and (B) such ▇▇▇▇▇▇’s outstanding Principal Obligation during such calendar month (the “Unused Commitment”), and (ii), (I) at any time that the aggregate Unused Commitment 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 is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of the Maximum Commitment, fifty basis points (0.50%) per annum and (III) at any time that the aggregate Unused Commitment exceeds fifty percent (50%) of the Maximum Commitment, one hundred basis points (1.00%) per annum. The Unused Commitment Fee shall be payable in arrears on the applicable Settlement Date of each month for the preceding calendar month. The Borrowers and the Lenders acknowledge and agree that the Unused Commitment Fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the Borrowers as described herein and for no other purposes.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.12(a)(iii), the The Borrowers shall pay to (a) the Administrative Agent, for the account of each Lender, or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at according to its Lending OfficePro Rata Share, an unused commitment fee on the daily amount of the Maximum Commitment which was unused (an “Unused Commitment Fee”through the extension of Loans) which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar month between quarter, at the rate of: (Aa) such Lender’s Commitment and (B) such ▇▇▇▇▇▇’s outstanding Principal Obligation during such calendar month (from the “Unused Commitment”)Closing Date to June 30, and (ii)2025, (I) at any time that the aggregate Unused Commitment is less than or equal to thirty percent (30%) of the Maximum Commitment, forty twenty-five basis points (0.400.25%) per annumannum on the average daily amount of the unused Commitment; and (b) on and following July 1, 2025: (IIi) at any time that twenty-five basis points (0.25%) per annum on the aggregate Unused average daily amount of the unused Commitment if such unused Commitment is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of the Maximum Available Commitment, fifty ; or (ii) 35 basis points (0.500.35%) per annum and (III) at any time that on the aggregate Unused average daily amount of the unused Commitment exceeds if such unused Commitment is greater than fifty percent (50%) of the Maximum Available Commitment, one hundred ; in each case during the immediately preceding quarter calculated on the basis points (1.00%) per annum. The Unused Commitment Fee shall be of actual days elapsed in a year consisting of 360 days and payable quarterly in arrears on the applicable Settlement Date sixth Business Day following the end of each month calendar quarter for the preceding calendar monthquarter. The Borrowers and the Lenders acknowledge and agree that the Unused Commitment Fees unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the Borrowers Borrower Parties as described herein and for no other purposes.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.12(a)(iii), the Borrowers shall pay to (a) the Administrative Agent, for the account of each Lender, or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at its Lending Office, an unused commitment fee (an “Unused Commitment Fee”) which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar month between (A) such Lender’s Commitment and (B) such ▇▇▇▇▇▇’s outstanding Principal Obligation during such calendar month (the “Unused Commitment”), and (ii), (I) at any time that the aggregate Unused Commitment is less than or equal to thirty percent (30%) of the Maximum Commitment, forty fifteen basis points (0.400.15%) per annum, (II) at any time that the aggregate Unused Commitment is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of the Maximum Commitment, fifty twenty-five basis points (0.500.25%) per annum and (III) at any time that the aggregate Unused Commitment exceeds fifty percent (50%) of the Maximum Commitment, one hundred sixty basis points (1.000.60%) per annum. The Unused Commitment Fee shall be payable in arrears on the applicable Settlement Date of each month for the preceding calendar month. The Borrowers and the Lenders acknowledge and agree that the Unused Commitment Fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the Borrowers as described herein and for no other purposes.

Unused Commitment Fee. In addition to the payments provided for in Section SectionArticle 3 and subject to Section 2.12(a)(iii2.15(a)(iii), the Borrowers Borrower shall pay to (a) the Administrative Agent, for the account of each Committed Lender, or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at its Lending Office, an unused commitment fee (an “Unused Commitment Fee”) which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar month quarter between (A) such Committed Lender’s 's Commitment and (B) such ▇▇▇▇▇▇’s Committed Lender's Lender Group's outstanding Principal Obligation during such calendar month quarter (such productdifference, the “"Unused Commitment”"), and (ii), (Iii)(x) if at any time that the aggregate Unused Commitment is equal to or less than fiftythirty-five percent (350%) of the Maximum Commitment, then the rate equal to 0.40% per annum, and (y) if at any time the aggregate Unused Commitment is less than or equal to thirty fifty percent (3050%) ), but greater than fiftythirty-five percent (350%), of the Maximum Commitment, forty basis points (0.40%) then the rate equal to 2.351.00% per annum, . and (IIz) if at any time that the aggregate Unused Commitment is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of ), then the Maximum Commitment, fifty basis points (0.50%) per annum rate equal to two-hundred and (III) at any time that the aggregate Unused Commitment exceeds fifty thirty five percent (502.35%) of the Maximum Commitment, one hundred basis points (1.00%) per annum). The Unused Commitment Fee unused commitment fee shall be payable in arrears on the applicable Settlement Date first Business Day of each month calendar quarter for the preceding calendar monthquarter and on the Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date. The Borrowers Notwithstanding anything herein the contrary, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and the Committed Lenders acknowledge and agree that the Unused Commitment Fees unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Committed Lenders for committing to make funds available to the Borrowers Borrower as described herein and for no other purposespurposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfied.

Unused Commitment Fee. (a) In addition to the payments provided for in Section 3 and subject to Section 2.12(a)(iii)hereof, the Borrowers Borrower shall pay or cause to (a) be paid to the Administrative Agent, for the account of each Lender, or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at according to its Lending OfficePro Rata Share, an unused commitment fee (an “Unused Commitment Fee”) which shall accrue at a rate per annum equal to the product of: (i) on the average daily difference amount of the Maximum Commitment less the Dollar Equivalent of the Principal Obligations outstanding on such date (the “Unused Portion”), during the immediately preceding calendar month between quarter at the rate of (Aa) such Lender’s Commitment and (B) such ▇▇▇▇▇▇’s outstanding Principal Obligation during such calendar month (the “Unused Commitment”), and (ii), (I) at any time that the aggregate Unused Commitment is less than or equal to thirty percent (30%) of the Maximum Commitment, forty 40 basis points (0.40%) per annum, (II) at any time that annum when the aggregate Unused Commitment Portion is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of the Maximum Commitment, fifty or (b) 50 basis points (0.50%) per annum and (III) at any time that when the aggregate Unused Commitment exceeds fifty Portion is greater than 50 percent (50%) of the Maximum Commitment, one hundred in either case calculated on the basis points (1.00%) per annum. The Unused Commitment Fee shall be of actual days elapsed in a year consisting of 360 days, in each case, payable in arrears on the applicable Settlement Date fifteenth (15th) Business Day of each month calendar quarter for the preceding calendar monthquarter. The Borrowers unused commitment fee shall accrue at all times during the Commitment Period, shall be calculated on an average daily basis and shall be payable in Dollars. The Borrower and the Lenders acknowledge and agree that the Unused Commitment Fees unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the Borrowers Borrower as described herein and for no other purposes. (b) Any such unused commitment fees accrued pursuant to Section 2.12(a) above shall be paid in cash, unless the Borrower delivers written notice to the Administrative Agent not later than 2:00 p.m. (New York time) three (3) Business Days prior to any payment date for unused commitment fees pursuant to Section 2.12(a) above that it elects to capitalize such fees as a Loan, then the amount of such fees shall be capitalized and deemed to be a Loan under this Credit Agreement (each such Loan, a USActive 61816841.2062959519.5 65

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.12(a)(iii), the Borrowers shall pay to (a) the Administrative Agent, for the account of each Lender, Lender or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at its Lending Office, an unused commitment fee (an “Unused Commitment Fee”) which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar month between (A) such Lender’s Commitment and (B) such ▇▇▇▇▇▇Lender’s outstanding Principal Obligation during such calendar month (the “Unused Commitment”), and (ii)) (A) prior to the date that is six months after the Closing Date, fifty basis points (0.50%) per annum, and (B) thereafter, (I) at any time that the aggregate Unused Commitment is less than or equal to thirty percent (30%) of the Maximum Commitment, forty fifteen basis points (0.400.15%) per annum, (II) at any time that the aggregate Unused Commitment is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of the Maximum Commitment, fifty twenty-five basis points (0.500.25%) per annum and (III) at any time that the aggregate Unused Commitment exceeds fifty percent (50%) of the Maximum Commitment, one hundred sixty basis points (1.000.60%) per annum. The Unused Commitment Fee shall be payable in arrears on the applicable Settlement Date of each month for the preceding calendar month. The Borrowers and the Lenders ▇▇▇▇▇▇▇ acknowledge and agree that the Unused Commitment Fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the Borrowers as described herein and for no other purposes.

Unused Commitment Fee. (a) In addition to the payments provided for in Section 3 and subject to Section 2.12(a)(iii)hereof, the Borrowers Borrower shall pay or cause to (a) be paid to the Administrative Agent, for the account of each Lender, or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at according to its Lending OfficePro Rata Share, an unused commitment fee (an “Unused Commitment Fee”) which shall accrue at a rate per annum equal to the product of: (i) on the average daily difference amount of the Maximum Commitment less the Dollar Equivalent of the Principal Obligations outstanding on such date (the “Unused Portion”), during the immediately preceding calendar month between quarter at the rate of (Aa) such Lender’s Commitment and (B) such ▇▇▇▇▇▇’s outstanding Principal Obligation during such calendar month (the “Unused Commitment”), and (ii), (I) at any time that the aggregate Unused Commitment is less than or equal to thirty percent (30%) of the Maximum Commitment, forty 40 basis points (0.40%) per annum, (II) at any time that annum when the aggregate Unused Commitment Portion is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of the Maximum Commitment, fifty or (b) 50 basis points (0.50%) per annum and (III) at any time that when the aggregate Unused Commitment exceeds fifty Portion is greater than 50 percent (50%) of the Maximum Commitment, one hundred in either case calculated on the basis points (1.00%) per annum. The Unused Commitment Fee shall be of actual days elapsed in a year consisting of 360 days, in each case, payable in arrears on the applicable Settlement Date fifteenth (15th) Business Day of each month calendar quarter for the preceding calendar monthquarter. The Borrowers unused commitment fee shall accrue at all times during the Commitment Period, shall be calculated on an average daily basis and shall be payable in Dollars. The Borrower and the Lenders acknowledge and agree that the Unused Commitment Fees unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to USActive 62959519.5 65 the Lenders for committing to make funds available to the Borrowers Borrower as described herein and for no other purposes. (b) Any such unused commitment fees accrued pursuant to Section 2.12(a) above shall be paid in cash, unless the Borrower delivers written notice to the Administrative Agent not later than 2:00 p.m. (New York time) three (3) Business Days prior to any payment date for unused commitment fees pursuant to Section 2.12(a) above that it elects to capitalize such fees as a Loan, then the amount of such fees shall be capitalized and deemed to be a Loan under this Credit Agreement (each such Loan, a “Capitalized Unused Commitment Fee Loan”); provided that on any such payment date for unused commitment fees pursuant to Section 2.12(a) above, (i) no Event of Default or Potential Default shall have occurred and be continuing, (ii) each of the representations and warranties set forth herein and in the other Loan Documents shall be true and correct in all material respects (except that any representation (or portion thereof, as applicable) qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of such date, with the same force and effect as if made on and as of such date (except to the extent of changes in facts or circumstances that have been disclosed to the Administrative Agent in writing and do not constitute an Event of Default or Potential Default or to the extent such representations and warranties expressly relate to an earlier or other specific date), and (iii) no Excess Prepayment Event shall have occurred and be continuing as a result thereof. The initial Capitalized Unused Commitment Fee Loan hereunder shall be a new Loan bearing interest based on Daily Simple RFR for Dollars. Any subsequent Capitalized Unused Commitment Fee Loan, unless otherwise specified by the Borrower in writing, shall become part of the initial Capitalized Unused Commitment Fee Loan, on the same terms and conditions as such initial Capitalized Unused Commitment Fee Loan.

Unused Commitment Fee. (a) In addition to the payments provided for in Section 3 and subject to Section 2.12(a)(iii)3, the Borrowers shall pay or cause to (a) be paid to the Administrative Agent, for the account of each Lender, or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at its Lending Office, an unused commitment fee (an “Unused Commitment Fee”) which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar month between (A) such Lender’s Commitment and (B) such ▇▇▇▇▇▇’s outstanding Principal Obligation during such calendar month (the “Unused Commitment”), and (ii), (I) at any time that the aggregate Unused Commitment 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 is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of the Maximum Commitment, fifty basis points (0.50%) per annum and (III) at any time that the aggregate Unused Commitment exceeds fifty percent (50%) of the Maximum Commitment, one hundred basis points (1.00%) per annum. The Unused Commitment Fee shall be Rate on the Commitment of the Lenders that was unused (through the extension of Loans or the issuance of Letters of Credit), in either case calculated on the basis of actual days elapsed in a year consisting of 360 days, payable in arrears on the applicable Settlement Date tenth (10th) calendar day of each month calendar quarter for the unused commitment fees accruing during the preceding calendar monthquarter. For purposes of this Section 2.12, the fee shall be calculated on a daily basis. The Borrowers and the Lenders acknowledge and agree that the Unused Commitment Fees unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the Borrowers as described herein and for no other purposes. Unused commitment fees shall be payable in Dollars. (b) Notwithstanding anything in this Credit Agreement to the contrary, if a Borrower notifies the Administrative Agent not later than 11:00 a.m. (New York time) three (3) Business Days prior, or such shorter timeframe as the Administrative Agent may agree in its sole discretion, to any payment date for unused commitment fees pursuant to Section 2.12(a) above that it elects to capitalize such fees as a Loan by delivering a notice (which may be by e-mail) to the effect thereof, then the amount of such fees shall be capitalized and deemed to be a Loan under this Credit Agreement (each such Loan, a “Capitalized Unused Commitment Fee Loan”); provided that on any such payment date for unused commitment fees pursuant to Section 2.12(a) above, (i) no Event of Default or Potential Default shall have occurred and be continuing, (ii) each of the representations and warranties set forth herein shall be true and correct in all material respects on and as of such date, with the same force and effect as if made on and as of such date (except to the extent of changes and facts or circumstances that have been disclosed to the Lenders in writing and do not constitute an Event of Default or to the extent such representations and warranties expressly relate to an earlier or specific date), and (iii) such Borrower has availability hereunder to give effect to such Capitalized Unused Commitment Fee Loan. Capitalized Unused Commitment Fee Loans shall not be subject to the minimum and multiple amount limitations in Section 2.4 hereof. Unless otherwise specified by the Borrowers in writing, any such Capitalized Unused Commitment Fee Loan shall become part of the existing Loan upon which it is capitalized, on the same terms and conditions as such existing Loan. In connection with any notice delivered by the Borrowers pursuant to this Section 2.12(b) in connection with a Capitalized Unused Commitment Fee Loan, the Borrowers shall not be obligated to deliver a Borrowing Base Certificate attached thereto.

Unused Commitment Fee. In addition Borrower agrees to the payments provided for in Section 3 and subject to Section 2.12(a)(iii), the Borrowers shall pay to (a) the Administrative Agent, Agent for the account of each Lender, or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at its Lending Office, an unused commitment fee (an the “Unused Commitment Fee”) which shall accrue from the Agreement Execution Date to and including the Maturity Date, calculated at a the applicable rate per annum set forth in the table appearing in Section 2.6 hereof on the daily unborrowed portion of such Lender’s Stated Commitment (which is equal to the product of: (i) the average daily difference during the immediately preceding calendar month between (Aa) such Lender’s Stated Commitment on such day and (Bb) the then outstanding Loans owed to such ▇▇▇▇▇▇Lender plus the Lender’s Percentage of any outstanding Principal Obligation during such and undrawn Facility Letters of Credit) payable quarterly in arrears on the first day of each calendar month (quarter hereafter and on the “Maturity Date. Amounts outstanding under the Swingline Loans shall be considered part of the available unborrowed portion of the Facility for purposes of computing the Unused Commitment”)Fee. Notwithstanding the foregoing, and (ii)all accrued Unused Fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder. Notwithstanding anything to the contrary contained herein, (I) at for any time that calendar quarter in which the aggregate Unused Commitment average daily Allocated Facility Amount is less than or equal to thirty percent (30%) of the Maximum CommitmentAggregate Commitment for that quarter, forty basis points (0.40%) per annum, (II) at any time that the aggregate Unused Commitment is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of the Maximum Commitment, fifty basis points (0.50%) applicable rate per annum and (III) at any time that for the aggregate Unused Commitment exceeds fifty percent (50%) of Fee set forth in the Maximum Commitment, one hundred basis points (1.00%) per annum. The Unused Commitment Fee table appearing in Section 2.6 hereof shall be payable in arrears on the applicable Settlement Date of each month for the preceding calendar month. The Borrowers increased by and the Lenders acknowledge and agree that the Unused Commitment Fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the Borrowers as described herein and for no other purposesadditional 0.15 percent.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.12(a)(iii), the Borrowers shall pay to (a) the Administrative Agent, for the account of each Lender, Lender or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at its Lending Office, an unused commitment fee (an “Unused Commitment Fee”) which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar month between (A) such Lender’s Commitment and (B) such ▇▇▇▇▇▇Lender’s outstanding Principal Obligation during such calendar month (the “Unused Commitment”), and (ii)) (A) 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 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 is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of the Maximum Commitment, fifty basis points (0.50%) per annum and (III) at any time that the aggregate Unused Commitment exceeds fifty percent (50%) of the Maximum Commitment, one hundred basis points (1.00%) per annum. The Unused Commitment Fee shall be payable in arrears on the applicable Settlement Date of each month for the preceding calendar month. The Borrowers and the Lenders acknowledge and agree that the Unused Commitment Fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the Borrowers as described herein and for no other purposes.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.12(a)(iii), the Borrowers shall pay to (a) the Administrative Agent, for the account of each Lender, Lender or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at its Lending Office, an unused commitment fee (an “Unused Commitment Fee”) which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar month between (A) such Lender’s Commitment and (B) such ▇▇▇▇▇▇Lender’s outstanding Principal Obligation during such calendar month (the “Unused Commitment”), and (ii)) (A) prior to the date that is six months after the Closing Date, fifty basis points (0.50%) per annum, and (B) thereafter, (I) at any time that the aggregate Unused Commitment 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 is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of the Maximum Commitment, fifty basis points (0.50%) per annum and (III) at any time that the aggregate Unused Commitment exceeds fifty percent (50%) of the Maximum Commitment, one hundred basis points (1.00%) per annum. The Unused Commitment Fee shall be payable in arrears on the applicable Settlement Date of each month for the preceding calendar month. The Borrowers and the Lenders acknowledge and agree that the Unused Commitment Fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the Borrowers as described herein and for no other purposes.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.12(a)(iii)3, the Borrowers shall will pay to (a) the Administrative Agent, for the account of each Lender, or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at according to its Lending OfficeApplicable Percentage, an unused commitment fee on (an “Unused a) the actual daily amount by which the Maximum Commitment Fee”) which shall accrue at a rate per annum equal to exceeds the product ofPrincipal Obligation, times: (i) if such amount is less than or equal to 50% of the average daily difference Maximum Commitment, 20 basis points (0.20%) per annum or (ii) if such amount is greater than 50% of the Maximum Commitment, 25 basis points (0.25%) per annum, in each case subject to adjustment as provided in Section 2.14(a)(iii). Such fee shall accrue at all times during the immediately preceding Availability Period, including at any time during the Availability Period during which one (1) or more of the conditions in Section 7.02 is not met, and such fee shall be due and payable quarterly in arrears on the last Business Day of each calendar month between quarter for the calendar quarter (Aor portion thereof, as applicable) then ending, commencing with March 31, 2025, and on the Maturity Date. The commitment fee 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 Lender’s Commitment quarter that such applicable rate was in effect. Borrowers and (B) such ▇▇▇▇▇▇’s outstanding Principal Obligation during such calendar month (the “Unused Commitment”), and (ii), (I) at any time that the aggregate Unused Commitment 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 is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of the Maximum Commitment, fifty basis points (0.50%) per annum and (III) at any time that the aggregate Unused Commitment exceeds fifty percent (50%) of the Maximum Commitment, one hundred basis points (1.00%) per annum. The Unused Commitment Fee shall be payable in arrears on the applicable Settlement Date of each month for the preceding calendar month. The Borrowers and the Lenders ▇ acknowledge and agree that the Unused Commitment Fees unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the Borrowers as described herein and for no other purposes. Upon the expiration of the Availability Period, no unused commitment fee shall accrue.

Unused Commitment Fee. In addition to the payments provided for in Section Article 3 and subject to Section 2.12(a)(iii2.15(a)(iii), the Borrowers Borrower shall pay to (a) the Administrative Agent, for the account of each Committed Lender, or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at according to its Lending OfficeApplicable Percentage, an unused commitment fee (an “Unused Commitment Fee”) which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar month quarter between (A) such Committed Lender’s Commitment and (B) such ▇▇▇▇▇▇Committed Lender’s outstanding Lender Group’s outstandingon the actual daily amount by which the Maximum Commitment exceeds the Principal Obligation during such calendar month quarter (such difference,(i) if such amount is less than 50% of the “Unused UnusedMaximum Commitment”), and (ii)) thethen at a rate equal to 0.40% per annum, (Iii) at any time that the aggregate Unused Commitment if such amount is less than or 70% but equal to thirty percent (30%) or greater than 50% of the Maximum Commitment, forty basis points then at a rate equal to 0.55% per annum and (0.40%iii) per annum, (II) at any time that the aggregate Unused Commitment if such amount is greater than thirty percent (30%) but less than or equal to fifty percent (50%) 70% of the Maximum Commitment, fifty basis points (0.50%) per annum and (III) then at any time that the aggregate Unused Commitment exceeds fifty percent (50%) of the Maximum Commitment, one hundred basis points (1.00%) a rate equal to 0.75% per annum. The Unused Commitment Fee unused commitment fee shall be payable in arrears on the applicable Settlement Date first Business Day of each month calendar quarter for the preceding calendar monthquarter and on the Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date. The Borrowers Notwithstanding anything herein to the contrary, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and the Lenders Committed ▇▇▇▇▇▇▇ acknowledge and agree that the Unused Commitment Fees unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Committed Lenders for committing to make funds available to the Borrowers Borrower as described herein and for no other purposespurposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfied.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.12(a)(iii2.15(a)(iii), the Borrowers Borrower shall pay to (a) the Administrative Agent, for the account of each Committed Lender, or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at its Lending Office, an unused commitment fee (an “Unused Commitment Fee”) which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar month quarter between (A) such Committed Lender’s Commitment and (B) such ▇▇▇▇▇▇Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar month quarter (such product the “Unused Commitment”), and (ii), (Iii)(x) if at any time that the aggregate Unused Commitment is equal to or 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 is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of the Maximum Commitment, fifty basis points (0.50%) then the rate equal to 0.40% per annum and (IIIy) at any time that the aggregate Unused Commitment exceeds is greater than fifty percent (50%) of the Maximum Commitment, one hundred basis points (1.00%) then the rate equal to 2.35% per annum. The Unused Commitment Fee unused commitment fee shall be payable in arrears on the applicable Settlement Date first Business Day of each month calendar quarter for the preceding calendar monthquarter and on the Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date. The Borrowers Notwithstanding anything herein the contrary, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and the Committed Lenders acknowledge and agree that the Unused Commitment Fees unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Committed Lenders for committing to make funds available to the Borrowers Borrower as described herein and for no other purposespurposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfied.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.12(a)(iii), the Borrowers The Borrower shall pay to (a) the Administrative Agent, Agent for the account of each Lender, or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at its Lending Office, Lenders an unused commitment fee (an “Unused Commitment Fee”) fee, from the date of this Agreement in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which shall accrue it became a Lender in the case of each other Lender, in each case until the Termination Date, payable in arrears monthly on the first day of each month, commencing May 1, 1999, and on the Termination Date, at a the rate of .50% per annum equal to the product of: (i) on the average daily difference Unused Commitment of such Lender or, if aggregate Advances exceed 50% of the Commitments, .40% per annum PROVIDED, HOWEVER, that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the immediately preceding calendar month between (A) period prior to the time such Lender’s Commitment Lender became a Defaulting Lender and (B) unpaid at such ▇▇▇▇▇▇’s outstanding Principal Obligation during time shall not be payable by the Borrower so long as such calendar month (Lender shall be a Defaulting Lender except to the “Unused Commitment”)extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and PROVIDED FURTHER, and (ii)HOWEVER, (I) at that no commitment fee shall accrue on any time that the aggregate Unused Commitment 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 is greater than thirty percent (30%) but less than or equal to fifty percent (50%) Commitments of the Maximum Commitment, fifty basis points (0.50%) per annum and (III) at any time that the aggregate Unused Commitment exceeds fifty percent (50%) of the Maximum Commitment, one hundred basis points (1.00%) per annum. The Unused Commitment Fee a Defaulting Lender so long as such Lender shall be payable in arrears on the applicable Settlement Date of each month for the preceding calendar month. The Borrowers and the Lenders acknowledge and agree that the Unused Commitment Fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the Borrowers as described herein and for no other purposesa Defaulting Lender.

Unused Commitment Fee. In addition to the payments provided for in Section 3 and subject to Section 2.12(a)(iii2.15(a)(iii), the Borrowers Borrower shall pay to (a) the Administrative Agent, for the account of each Committed Lender, or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at its Lending Office, an unused commitment fee (an “Unused Commitment Fee”) which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar month quarter between (A) such LenderCommitted ▇▇▇▇▇▇’s Commitment and (B) such ▇▇▇▇▇▇Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar month quarter (such product the “Unused Commitment”), and (ii)) the(a) if the Unused Commitment is greater than 50% of such Committed Lender’s Commitment, a rate equal to 0.201.00% per annum, or (Ib) at any time that if the aggregate Unused Commitment is less than or equal to thirty percent (30%) 50% of the Maximum such Committed Lender’s Commitment, forty basis points (0.40%) per annum, (II) at any time that the aggregate Unused Commitment is greater than thirty percent (30%) but less than or a rate equal to fifty percent (50%) of the Maximum Commitment, fifty basis points (0.50%) per annum and (III) at any time that the aggregate Unused Commitment exceeds fifty percent (50%) of the Maximum Commitment, one hundred basis points (1.00%) 0.25% per annum. The Unused Commitment Fee unused commitment fee shall be payable in arrears on the applicable Settlement Date first (1st) Business Day of each month calendar quarter for the preceding calendar monthquarter and on the Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date. The Borrowers Notwithstanding anything herein the contrary, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. ▇▇▇▇▇▇▇▇ and the Lenders Committed ▇▇▇▇▇▇▇ acknowledge and agree that the Unused Commitment Fees unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Committed Lenders for committing to make funds available to the Borrowers Borrower as described herein and for no other purposespurposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfied.

Unused Commitment Fee. In addition The Borrower agrees to pay to the payments provided for in Section 3 and subject to Section 2.12(a)(iii), the Borrowers shall pay to (a) the Administrative Agent, Agent for the account of each Lender a commitment fee (the "Non-Use Fee"), payable quarterly in arrears on the first day of each calendar quarter hereafter beginning on January 1, 1998, calculated for each calendar quarter from the Agreement Execution Date to and including the Maturity Date, on the weighted average during such quarter of the daily unborrowed portion of such Lender, or 's Commitment (which is equal to the difference between (a) such Lender's Commitment on such day and (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at its Lending Office, an unused commitment fee (an “Unused Commitment Fee”) which shall accrue at a rate per annum equal then outstanding Loans owed to the product of: (i) the average daily difference during the immediately preceding calendar month between (A) such Lender’s Commitment and (B) ). If such ▇▇▇▇▇▇’s outstanding Principal Obligation during such calendar month (the “Unused Commitment”), and (ii), (I) at any time that the aggregate Unused Commitment weighted average is less than or equal to thirty percent (30%) 33% of such Lender's portion of the Maximum Aggregate Commitment, forty basis points (0.40%) the Non-Use Fee for such quarter shall be calculated at the rate of 0.15% per annum, (II) at any time that the aggregate Unused Commitment annum of such average. If such weighted average is greater than thirty percent (30%) 33% but less not more than or equal to fifty percent (50%) 66% of such Lender's portion of the Maximum Aggregate Commitment, fifty basis points (0.50%) the Non-Use Fee for such quarter shall be calculated at the increased rate of 0.20% per annum on such average, and (III) at any time that the aggregate Unused Commitment exceeds fifty percent (50%) if such weighted average is greater than 66% of such Lender's portion of the Maximum Aggregate Commitment, one hundred basis points (1.00%) the Non-Use Fee for such quarter shall be calculated at the increased rate of 0.25% per annumannum on such average. Notwithstanding the foregoing, all Non-Use Fees shall be calculated and payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder with respect to any partial calendar quarter. The Unused Commitment Non-Use Fee shall be payable in arrears calculated for actual days elapsed on the applicable Settlement Date basis of each a 360-day year. [For purposes of illustration only and not in limitation of the foregoing: If, during the entire month for of April, 1998, the preceding calendar month. The Borrowers unborrowed portion of the Loan is 70%, and on May 1 through May 20, such unborrowed portion is 50% and on May 21 through June 30, such unborrowed portion is 30%, then the Lenders acknowledge and agree that the Unused Commitment Fees quarterly Non-Use Fee payable hereunder are bona fide unused commitment fees and are intended on July 1, 1998 would be calculated as reasonable compensation to the Lenders for committing to make funds available to the Borrowers as described herein and for no other purposesfollows: [.0025 x (30)360) x (.7 x $35,000,000)] + [.0020 x (20)360) x (.5 x $35,000,000)] + [.0015 x (41)360) x (.3 x $35,000,000)] = $8,842.35.

Unused Commitment Fee. In addition to the payments provided for in Section Article 3 and subject to Section 2.12(a)(iii2.15(a)(iii), the Borrowers Borrower shall pay to (a) the Administrative Agent, for the account of each Committed Lender, or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at its Lending Office, an unused commitment fee (an “Unused Commitment Fee”) which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar month quarter between (A) such Committed Lender’s Commitment and (B) such ▇▇▇▇▇▇Committed Lender’s Lender Group’s outstanding Principal Obligation during such calendar month quarter (such difference, the “Unused Commitment”), and (ii), (Iii)(x) if at any time that the aggregate Unused Commitment is equal to or less than thirty-five percent (35%) of the Maximum Commitment, then the rate equal to 0.40% per annum, and (y) if at any time the aggregate Unused Commitment is less than or equal to thirty fifty percent (3050%) ), but greater than thirty-five percent (35%), of the Maximum Commitment, forty basis points then the rate equal to 1.00% per annum and (0.40%z) per annum, (II) if at any time that the aggregate Unused Commitment is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of ), then the Maximum Commitment, fifty basis points (0.50%) per annum rate equal to two-hundred and (III) at any time that the aggregate Unused Commitment exceeds fifty thirty five percent (502.35%) of the Maximum Commitment, one hundred basis points (1.00%) per annum). The Unused Commitment Fee unused commitment fee shall be payable in arrears on the applicable Settlement Date first Business Day of each month calendar quarter for the preceding calendar monthquarter and on the Maturity Date for the period from the end of the preceding calendar quarter until the Maturity Date. The Borrowers Notwithstanding anything herein the contrary, Swingline Loans will not be deemed to be utilization for purposes of calculating the unused commitment fees above. Borrower and the Committed Lenders acknowledge and agree that the Unused Commitment Fees unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Committed Lenders for committing to make funds available to the Borrowers Borrower as described herein and for no other purposespurposes and shall be due and payable whether or not the conditions precedent in Section 7.02 are satisfied.

Unused Commitment Fee. (a) In addition to the payments provided for in Section 3 and subject to Section 2.12(a)(iii)3, the Borrowers shall pay or cause to (a) be paid to the Administrative Agent, for the account of each Lender, or (b) if directed by the Administrative Agent at such times as there is only one (1) Lender, such Lender at its Lending Office, an unused commitment fee (an “Unused Commitment Fee”) which shall accrue at a rate per annum equal to the product of: (i) the average daily difference during the immediately preceding calendar month between (A) such Lender’s Commitment and (B) such ▇▇▇▇▇▇’s outstanding Principal Obligation during such calendar month (the “Unused Commitment”), and (ii), (I) at any time that the aggregate Unused Commitment 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 is greater than thirty percent (30%) but less than or equal to fifty percent (50%) of the Maximum Commitment, fifty basis points (0.50%) per annum and (III) at any time that the aggregate Unused Commitment exceeds fifty percent (50%) of the Maximum Commitment, one hundred basis points (1.00%) per annum. The Unused Commitment Fee shall be Rate on the Commitment of the Lenders that was unused (through the extension of Loans or the issuance of Letters of Credit), in either case calculated on the basis of actual days elapsed in a year consisting of 360 days, payable in arrears on the applicable Settlement Date tenth (10th) calendar day of each month calendar quarter for the unused commitment fees accruing during the preceding calendar monthquarter. For purposes of this Section 2.12, the fee shall be calculated on a daily basis. The Borrowers and the Lenders acknowledge and agree that the Unused Commitment Fees unused commitment fees payable hereunder are bona fide unused commitment fees and are intended as reasonable compensation to the Lenders for committing to make funds available to the Borrowers as described herein and for no other purposes. Unused commitment fees shall be payable in Dollars. (b) Notwithstanding anything in this Credit Agreement to the contrary, if a Borrower notifies the Administrative Agent not later than 11:00 a.m. (New York time) three (3) Business Days prior, or such shorter timeframe as the Administrative Agent may agree in its sole discretion, to any payment date for unused commitment fees pursuant to Section 2.12(a) above that it elects to capitalize such fees as a Loan by delivering a notice (which may be by e-mail) to the effect thereof, then the amount of such fees shall be capitalized and deemed to be a Loan under this Credit 57 US-DOCS\106247413.1 Agreement (each such Loan, a “Capitalized Unused Commitment Fee Loan”); provided that on any such payment date for unused commitment fees pursuant to Section 2.12(a) above, (i) no Event of Default or Potential Default shall have occurred and be continuing, (ii) each of the representations and warranties set forth herein shall be true and correct in all material respects on and as of such date, with the same force and effect as if made on and as of such date (except to the extent of changes and facts or circumstances that have been disclosed to the Lenders in writing and do not constitute an Event of Default or to the extent such representations and warranties expressly relate to an earlier or specific date), and (iii) such Borrower has availability hereunder to give effect to such Capitalized Unused Commitment Fee Loan. Capitalized Unused Commitment Fee Loans shall not be subject to the minimum and multiple amount limitations in Section 2.4 hereof. Unless otherwise specified by the Borrowers in writing, any such Capitalized Unused Commitment Fee Loan shall become part of the existing Loan upon which it is capitalized, on the same terms and conditions as such existing Loan. In connection with any notice delivered by the Borrowers pursuant to this Section 2.12(b) in connection with a Capitalized Unused Commitment Fee Loan, the Borrowers shall not be obligated to deliver a Borrowing Base Certificate attached thereto.