Common use of Non-Use Fee Clause in Contracts

Non-Use Fee. The Company agrees to pay to the Administrative Agent for the account of each Lender a non-use fee (the “Non-Use Fee”), accruing at all times during the Availability Period, at the Non-Use Fee Rate in effect from time to time on such Lender’s Pro Rata Share (as adjusted from time to time, including without limitation in accordance with Section 2.8) of the unused amount of the Aggregate Revolving Commitments. For purposes of calculating usage under this Section, the Aggregate Revolving Commitments shall be deemed used to the extent of aggregate Outstanding Amount of all Revolving Loans and L/C Obligations. Such Non-Use Fee shall accrue at all times during the Availability Period and be payable in arrears on the last day of each calendar quarter and on the Maturity Date for any period then ending for which such Non-Use Fee shall not have previously been paid; provided, that (A) no Non-Use Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Non-Use Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender. The Non-Use Fee shall be computed for the actual number of days elapsed on the basis of a year of 360 days. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the Non-Use Fee.

Non-Use Fee. The Company agrees to pay to the Administrative Agent at its Principal Office for the account of each Lender a non-use fee (fee, for the “Non-Use Fee”), accruing at all times during period from the Availability PeriodClosing Date to the Termination Date, at the Non-Use Fee Rate in effect from time to time on of such Lender’s Pro Rata Share (as adjusted from time to time, including without limitation in accordance with Section 2.8) of the unused amount of the Aggregate Revolving Commitments. For purposes of calculating usage under this Section, the Aggregate Revolving Commitments shall be deemed used to the extent of aggregate Outstanding Amount of all Revolving Loans and L/C Obligations. Such Non-Use Fee shall accrue at all times during the Availability Period and be payable in arrears on the last day of each calendar quarter and on the Maturity Date for any period then ending for which such Non-Use Fee shall not have previously been paidCommitment; provided, that (A) no Non-Use Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (Bi) any Nonnon-Use Fee use fee accrued with respect to any of the Revolving Commitment Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such commitment fee shall otherwise have been due and payable by the Company prior to such time of such Lender becoming a Defaulting Lender and (ii) no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The For purposes of calculating usage under this Section 5.1, the Commitment shall be deemed used to the extent of the sum of aggregate principal amount of all outstanding Revolving Loans plus the aggregate amount available for drawing under issued Letters of Credit. For purposes of calculating the Non-Use Fee Rate, Swing Line Loans will not be deemed to be a utilization of the Commitments. Such non-use fee shall be payable in arrears on the last day of each calendar quarter and on the Termination Date for any period then ending for which such non-use fee shall not have previously been paid. The non-use fee shall be computed for the actual number of days elapsed on the basis of a year of 360 days. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the Non-Use Fee.

Non-Use Fee. The Company Borrower agrees to pay to the Administrative Agent for the account of each Lender a non-use fee (the “Non-Use Fee”), accruing at all times during the Availability Period, at the Non-Use Fee Rate in effect from time to time on such Lender’s Pro Rata Share (as adjusted from time to time, including without limitation in accordance with Section 2.8) of the unused amount of the Aggregate Revolving Commitments. For purposes of calculating usage under this Section, the Aggregate Revolving Commitments shall be deemed used to the extent of aggregate Outstanding Amount of all Revolving Loans and L/C Obligations. Such Non-Use Fee shall accrue at all times during the Availability Period and be payable in arrears BANK on the last first day of each calendar quarter and on the Maturity Date for any period then ending for which such Non-Use Fee shall not have previously been paid; provided, that (A) no Non-Use Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Non-Use Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender. The Non-Use Fee shall be computed for the actual number of days elapsed on immediately preceding calendar quarter, a fee (the basis of a year of 360 days. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the "Non-Use Fee") equal to 0.25% times the average unused portion of the Revolving Loan plus 0.25% times the average unused portion of the Long Term Reducing Revolving Loan. 6. This Amendment shall not be effective until the Lender shall have received each of the following (each in form and substance acceptable to the Lender) or the following conditions have been satisfied: (a) This Amendment, duly executed by Borrower and Lender; (b) The Revolving Note and Long Term Reducing Revolving Note referenced above duly executed by Borrower in favor of Lender; and (c) Such other matters as the Lender may reasonably require. 7. Except as modified herein, all other terms, provisions, conditions and obligations imposed under the terms of the Loan Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified, affirmed and certified by Borrower. Borrower hereby ratifies and affirms the accuracy and completeness of all representations and warranties contained in the Loan Documents. Borrower represents and warrants to Lender that the representations and warranties set forth in the Loan Agreement, and each of the other Loan Documents, are true and complete on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date), and as if each reference in “this Agreement” included references to this Amendment. Borrower represents, warrants and confirms to Lender that no Events of Default is now existing under the Loan Documents and that no event or condition exists which would constitute an Event of Default with the giving of notice and/or the passage of time. Nothing contained in this Amendment either before or after giving effect thereto, will cause or trigger an Event of Default under any Loan Document. To the extent necessary, the Loan Documents are hereby amended consistent with the amendments provided for in this Amendment. 8. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.

Non-Use Fee. The Company agrees to pay to the Administrative Agent for the account of each Lender Bank a non-use fee (fee, for the “Non-Use Fee”)period from the Effective Date to the latest of the Revolving Termination Date, accruing at all times during the Availability PeriodAcquisition Termination Date and the Term A Termination Date, at a rate per annum equal to the Non-Use Fee Rate in effect from time to time on of the daily average of such Lender’s Pro Rata Share (as adjusted from time to time, including without limitation in accordance with Section 2.8) Bank's Revolving Percentage of the unused amount of the Aggregate Revolving CommitmentsCommitment Amount and/or such Bank's Acquisition Percentage of the unused amount of the Acquisition Commitment Amount and/or such Bank's Term A Percentage of the unused amount of the Term A Commitment Amount. For purposes of calculating usage under this Section, the Aggregate Revolving Commitments Commitment Amount shall be deemed used to the extent of the sum of the aggregate Outstanding Amount outstanding principal amount of all Revolving Loans and L/C Obligationsthe Stated Amount of Letters of Credit at such time, the Acquisition Commitment Amount shall be deemed used to the extent of the aggregate outstanding principal amount of all Acquisition Loans at such time, and the Term A Commitment Amount shall be deemed used to the extent of the aggregate outstanding principal amount of all Term A Loans at such time. Such Nonnon-Use Fee use fee shall accrue at all times during the Availability Period and be payable in arrears on the last day Business Day of each calendar quarter and on the Maturity latest of the Revolving Termination Date, the Acquisition Termination Date and the Term A Termination Date for any period then ending for which such Nonnon-Use Fee use fee shall not have previously theretofore been paid; provided, that (A) no Non-Use Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Non-Use Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender. The Nonnon-Use Fee use fee shall be computed for the actual number of days elapsed on the basis of a year of 360 days. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the Non-Use Fee.