Common use of Non-Utilization Fee Clause in Contracts

Non-Utilization Fee. On a quarterly basis (beginning on the date that is sixty (60) days following the Effective Date) and on the Termination Date, Buyer shall determine the average quarterly utilization during the preceding quarter (or with respect to the Termination Date, during the period from the date through which the last non-utilization fee calculation has been made to the Termination Date) by Seller by dividing (a) the sum of the Purchase Prices outstanding on each day during such period, by (b) the number of days in such period. If such average amount determined for any period as a percentage of the Maximum Aggregate Purchase Price (the “Utilization Percentage”) is less than the Utilization Threshold, Seller shall pay to Buyer the Non-Utilization Fee due for such related period on the applicable dates specified in the Pricing Side Letter; provided that Seller shall not be obligated to pay any Non-Utilization Fee to Buyer for any period with respect to which the Utilization Percentage in such period is greater than or equal to the Utilization Threshold. All payments shall be made to Buyer in Dollars, in immediately available funds, without deduction, setoff or counterclaim. Buyer may, in its sole discretion, net such Non-Utilization Fee from the proceeds of any Purchase Price paid to Seller. Each payment of the Non-Utilization Fee is and shall be deemed to be fully earned and non-refundable when paid.

Non-Utilization Fee. On a quarterly basis (beginning on the date that is sixty (60) days following the Effective Date) and on the Termination Date, Buyer shall determine the average quarterly utilization during the preceding quarter (or with respect to the Termination Date, during the period from the date through which the last non-utilization fee calculation has been made to the Termination Date) by Seller by dividing (a) the sum of the Purchase Prices outstanding on each day during such period, by (b) the number of days in such period. If such average amount determined for any period as a percentage of the Maximum Aggregate Purchase Price Committed Amount (the “Utilization Percentage”) is less than the Utilization Threshold30%, Seller shall pay to Buyer on the Payment Date on or immediately succeeding such date of calculation or Termination Date, as applicable, a non-utilization fee equal to the product of (i) 0.15% per annum, times (ii) the Committed Amount, times (iii) 1 minus the Utilization Percentage (the “Non-Utilization Fee due for such related period on the applicable dates specified in the Pricing Side Letter; provided that Seller shall not be obligated to pay any Non-Utilization Fee to Buyer for any period with respect to which Fee”). If the Utilization Percentage in such any period is greater than or equal to the 30%, Buyer shall not be paid a Non-Utilization ThresholdFee for that period. All payments shall be made to Buyer in Dollars, in immediately available funds, without deduction, setoff or counterclaim. Buyer may, in its sole discretion, net such Non-Utilization Fee from the proceeds of any Purchase Price paid to any Seller. Each payment of the Non-Utilization Fee is and shall be deemed to be fully earned and non-refundable when paid.

Non-Utilization Fee. On a quarterly basis (beginning on the date that is sixty (60) days following the Effective Date) and on the Termination Date, Buyer shall determine the average quarterly utilization of the facility during the preceding calendar quarter (or portion thereof with respect to (i) the first utilization calculation, during the period from the Effective Date to the calculation date, or (ii) with respect to the Termination Date, during the period from the date through which the last non-utilization fee calculation has been made to the Termination Date) by Seller by dividing (a) the sum of the Purchase Prices outstanding on each day during such period, by (b) the number of days in such period. If such average amount determined for any period as a percentage of the Maximum Aggregate Purchase Price (the “Utilization Percentage”) is less than the Utilization Threshold50%, Seller shall pay to Buyer on the Repurchase Dates in occurring in the last month of each calendar quarter or the Termination Date (as applicable), the Non-Utilization Fee due for such related period on the applicable dates specified in the Pricing Side LetterFee; provided that Seller shall not be obligated to pay any Non-Utilization Fee to Buyer for any period with respect to which the Utilization Percentage in such period is greater than or equal to the Utilization Threshold50%. All payments shall be made to Buyer in Dollars, in immediately available funds, without deduction, setoff or counterclaim. Buyer may, in its sole discretion, net such Non-Utilization Fee from the proceeds of any Purchase Price paid to any Seller. Each payment of the Non-Utilization Fee is and shall be deemed to be fully earned and non-refundable when paid.

Non-Utilization Fee. On a quarterly basis (beginning on the date that is sixty (60) days following the Effective Date) Payment Dates in May, August, November and February and on the Termination Date, Buyer the Lender shall determine the average quarterly utilization during the preceding quarter three calendar months (or with respect to the Termination Date, during the period from the date through which the last non-utilization fee calculation has been made to the Termination Date) by Seller the Borrower by dividing (a) the sum of the Purchase Prices Advances outstanding on each day during such period, period by (b) the number of days in such period. If such average amount determined for any period as a percentage of the Maximum Aggregate Purchase Price Credit (the “"Utilization Percentage”") is less than 50% (or, with respect to the Utilization Thresholdsecond quarter following the effective date of the Facility, Seller 25%) the Borrower shall pay to Buyer the Lender on such Payment Date or Termination Date, a non-utilization fee equal to the product of (i) 0.25% per annum, times (ii) the Maximum Credit, times (iii) 1 minus the Utilization Percentage (the "Non-Utilization Fee). The Non-Utilization Fee due for such related period on the applicable dates specified in the Pricing Side Letter; provided that Seller shall not be obligated to pay any Non-Utilization Fee to Buyer for any period payable with respect to which the Utilization Percentage in such period is greater than or equal to first quarter following the Utilization Thresholdeffective date. All payments shall be made to Buyer the Lender in Dollars, in immediately available funds, without deduction, setoff or counterclaim. Buyer The Lender may, in its sole discretion, net such Non-Utilization Fee from the proceeds of any Purchase Price Advance made to the Borrower hereunder, if not previously paid by the Borrower. Notwithstanding the foregoing, the Borrower shall not be required to Seller. Each payment of pay the Non-Utilization Fee is and shall be deemed during any period during which the Lender has invoked its right not to be fully earned and non-refundable when paidlend pursuant to Section 5.02(i).

Non-Utilization Fee. On a quarterly basis (beginning on the date that is sixty (60) days following the Effective Date) and on the Termination Date, Buyer shall determine the average quarterly utilization during the preceding quarter (or with respect to the Termination Date, during the period from the date through which the last non-utilization fee calculation has been made to the Termination Date) by Seller by dividing (a) the sum of the Purchase Prices outstanding on each day during such period, by (b) the number of days in such period. If such average amount determined for any period as a percentage of the Maximum Aggregate Purchase Price Committed Amount (the “Utilization Percentage”) is less than the Utilization Threshold30%, Seller shall pay to Buyer on the Payment Date on or immediately succeeding such date of calculation or Termination Date, as applicable, a non-utilization fee equal to the product of (i) [***] per annum, times (ii) the Committed Amount, times (iii) 1 minus the Utilization Percentage (the “Non-Utilization Fee due for such related period on the applicable dates specified in the Pricing Side Letter; provided that Seller shall not be obligated to pay any Non-Utilization Fee to Buyer for any period with respect to which Fee”). If the Utilization Percentage in such any period is greater than or equal to the 30%, Buyer shall not be paid a Non-Utilization ThresholdFee for that period. All payments shall be made to Buyer in Dollars, in immediately available funds, without deduction, setoff or counterclaim. Buyer may, in its sole discretion, net such Non-Utilization Fee from the proceeds of any Purchase Price paid to any Seller. Each payment of the Non-Utilization Fee is and shall be deemed to be fully earned and non-refundable when paid.

Non-Utilization Fee. On a quarterly basis (beginning on the date that is sixty (60) days following the Effective Date) and on the Termination Date, Buyer shall determine the average quarterly utilization of the facility during the preceding calendar quarter (or portion thereof with respect to (i) the first utilization calculation, during the period from the Effective Date to the calculation date, or (ii) with respect to the Termination Date, during the period from the date through which the last non-utilization fee calculation has been made to the Termination Date) by Seller by dividing (a) the sum of the Purchase Prices outstanding on each day during such period, by (b) the number of days in such period. If such average amount determined for any period as a percentage of the Maximum Aggregate Purchase Price Committed Amount (the “Utilization Percentage”) is less than the Utilization Threshold75%, Seller shall pay to Buyer on the Repurchase Dates in occurring in the last month of each calendar quarter or the Termination Date (as applicable), the Non-Utilization Fee due for such related period on the applicable dates specified in the Pricing Side LetterFee; provided that Seller shall not be obligated to pay any Non-Utilization Fee to Buyer for any period with respect to which the Utilization Percentage in such period is greater than or equal to the Utilization Threshold75%. All payments shall be made to Buyer in Dollars, in immediately available funds, without deduction, setoff or counterclaim. Buyer may, in its sole discretion, net such Non-Utilization Fee from the proceeds of any Purchase Price paid to any Seller. Each payment of the Non-Utilization Fee is and shall be deemed to be fully earned and non-refundable when paid.”

Non-Utilization Fee. On a quarterly basis (beginning on the date that is sixty (60) days following the Effective Date) and on the Termination Date, Buyer shall determine the average quarterly utilization during the preceding quarter (or with respect to the Termination Date, during the period from the date through which the last non-utilization fee calculation has been made to the Termination Date) by Seller by dividing (a) the sum of the Purchase Prices outstanding on each day during such period, by (b) the number of days in such period. If such average amount determined for any period as a percentage of the Maximum Aggregate Purchase Price Committed Amount (the “Utilization Percentage”) is less than the Utilization Threshold30%, Seller shall pay to Buyer on the Payment Date on or immediately succeeding such date of calculation or Termination Date, as 28 applicable, a non-utilization fee equal to the product of (i) 0.15% per annum, times (ii) the Committed Amount, times (iii) 1 minus the Utilization Percentage (the “Non-Utilization Fee due for such related period on the applicable dates specified in the Pricing Side Letter; provided that Seller shall not be obligated to pay any Non-Utilization Fee to Buyer for any period with respect to which Fee”). If the Utilization Percentage in such any period is greater than or equal to the 30%, Buyer shall not be paid a Non-Utilization ThresholdFee for that period. All payments shall be made to Buyer in Dollars, in immediately available funds, without deduction, setoff or counterclaim. Buyer may, in its sole discretion, net such Non-Utilization Fee from the proceeds of any Purchase Price paid to any Seller. Each payment of the Non-Utilization Fee is and shall be deemed to be fully earned and non-refundable when paid.