Common use of Term Loan Commitment Fee Clause in Contracts

Term Loan Commitment Fee. The Company shall pay to the Administrative Agent for the account of each Lender with a Term Loan Commitment a commitment fee ("Term Loan Commitment Fee") on the actual daily unused portion of such Lender's Term Loan Commitment computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to (x) for the period from and including the Announcement Date and to but excluding the sixtieth (60th) day following the Announcement Date, 0.20% per annum and (y) thereafter, the Applicable Margin per annum applicable to the Commitment Fee. For purposes of calculating utilization under this clause (c), the Term Loan Commitments shall be deemed used to the extent of the Effective Amount of Term Loans then outstanding. Such Term Loan Commitment Fee shall accrue from the Announcement Date to the Initial Funding Date and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December through the Initial Funding Date, with the final payment to be made on the Initial Funding Date; provided, that in connection with any reduction or termination of Term Loan Commitments, as the case may be, under Section 2.05 or 2.07(a), the accrued Term Loan Commitment Fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Term Loan Commitment Fee shall accrue at all times after the above-mentioned commencement date until the Initial Funding Date.

Term Loan Commitment Fee. The Company shall Borrower agrees to pay to the Administrative Agent for the account of each Lender with a under the Term Loan Commitment Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee ("equal to the Applicable Rate with respect to Term Loan Commitment Fee") on commitment fees, times the actual average daily unused portion of such Lender's amount by which the aggregate Term Loan Commitment computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization Commitments for that quarter as calculated by the Administrative Agent, equal to (x) for the period from and including the Announcement Date and to but excluding the sixtieth (60th) day following the Announcement Date, 0.20% per annum and (y) thereafter, the Applicable Margin per annum applicable to the Commitment Fee. For purposes of calculating utilization under this clause (c), the Term Loan Commitments shall be deemed used to Facility exceeds the extent of the Effective Outstanding Amount of Term Loans then outstanding. Such for the Term Loan Commitment Fee Facility; provided that any commitment fee accrued with respect to any of the Term 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 Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Term Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on the Initial Term Loans shall accrue at all times from the Announcement Closing Date to until the Initial Funding Date Term Commitment Termination Date, including at any time during which one or more of the conditions is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December through the Initial Funding Quarterly Payment Date, commencing with the final payment first such date during the first full fiscal quarter to be made occur after the Closing Date, and on the Initial Funding Term Commitment Termination Date; provided, that in connection with any reduction or termination of Term Loan Commitments, as the case may be, under Section 2.05 or 2.07(a), the accrued Term Loan Commitment Fee calculated for the period ending on such date shall also be paid . The commitment fee on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Term Loan Commitment Fee Conversion Date Term Loans shall accrue at all times after from the above-mentioned commencement date Closing Date until the Initial Funding Term Commitment Termination Date, including at any time during which one or more of the conditions is not met, and shall be due and payable quarterly in arrears on each Quarterly Payment Date, commencing with the first such date during the first full fiscal 26 KE 73718588.20 US-DOCS\142539518.

Term Loan Commitment Fee. The Company Borrower shall pay to the Administrative Agent for the account of each Lender Term Loan Bank (in accordance with a its Term Loan Commitment a commitment Percentage), an unused fee ("the “Term Loan Unused Fee”) which shall accrue and be payable on the daily amount of the unused Term Loan Commitments for the period beginning on the Closing Date, and continuing through the last day of the Term Loan Commitment Fee") Period, at the Ticking Fee Rate on the actual sum of the average daily unused portion of such Lender's the Term Loan Commitment computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to (x) for the period from Commitment. All Term Loan Unused Fees shall be fully earned when paid and nonrefundable under any circumstances. Term Loan Unused Fees accrued through and including the Announcement Date and to but excluding the sixtieth (60th) last day following the Announcement Date, 0.20% per annum and (y) thereafter, the Applicable Margin per annum applicable to the Commitment Fee. For purposes of calculating utilization under this clause (c), the Term Loan Commitments shall be deemed used to the extent of the Effective Amount of Term Loans then outstanding. Such Term Loan Commitment Fee shall accrue from the Announcement Date to the Initial Funding Date and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December through the Initial Funding Date, with the final payment to of each year shall be made payable in arrears on the Initial Funding Date; provided, that in connection with any reduction or termination fifteenth day following such last day and on the last day of the Term Loan CommitmentsCommitment Period, commencing on the first such date to occur after the Closing Date. All Term Loan Unused Fees shall be computed on the basis of a year of 365 or 366 days, as the case may be, under Section 2.05 or 2.07(a), the accrued Term Loan Commitment Fee calculated and shall be payable for the period ending on such date actual number of days elapsed (including the first day but excluding the last day). The “Ticking Fee Rate” shall also be paid on equal to the date of such reduction or termination, respective percentages per annum based upon the Borrower’s Credit Rating in accordance with the following quarterly payment being calculated table: Borrower’s Credit Rating Ticking Fee Rate A-/A3 or better 0.125% BBB+/Baa1 0.150% BBB/Baa2 0.200% 37 BBB-/Baa3 0.250% <BBB-/Baa3 or unrated 0.300% Any change in the Borrower’s Credit Rating causing it to move into a different range on the basis table shall effect an immediate change in the Ticking Fee Rate. If there are only two Borrower’s Credit Ratings, the Ticking Fee Rate will be based on the higher of the period two. In the event that the Borrower’s Credit Ratings are more than one level apart, the Ticking Fee Rate will be based on the median rating. If there are three Borrower’s Credit Ratings, and such ratings are split, then, if the difference between the highest and lowest is one level apart, the Ticking Fee Rate will be based on the highest of the three, but if the difference is more than one level, the Ticking Fee Rate will be based on the rating will be the average of the two highest (or if such average is not a recognized category, then the second highest rating will be used). If there is only one Borrower’s Credit Rating, the Ticking Fee Rate shall be based on such rating. Should Borrower (or General Partner) lose its Investment Grade Rating from both S&P and Moody’s, the Ticking Fee Rate will revert to the unrated portion of the table above. Upon reinstatement of such reduction Investment Grade Rating from either S&P or termination date Moody’s, the Ticking Fee Rate will revert to such quarterly payment date. The Term Loan Commitment Fee shall accrue at all times after the rated pricing table above-mentioned commencement date until the Initial Funding Date.

Term Loan Commitment Fee. The Company shall Borrower agrees to pay to the Administrative Agent for the account of each Lender with a under the Term Loan Commitment Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee ("equal to the Applicable Rate with respect to Term Loan Commitment Fee") on commitment fees, times the actual average daily unused portion of such Lender's amount by which the aggregate Term Loan Commitment computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization Commitments for that quarter as calculated by the Administrative Agent, equal to (x) for the period from and including the Announcement Date and to but excluding the sixtieth (60th) day following the Announcement Date, 0.20% per annum and (y) thereafter, the Applicable Margin per annum applicable to the Commitment Fee. For purposes of calculating utilization under this clause (c), the Term Loan Commitments shall be deemed used to Facility exceeds the extent of the Effective Outstanding Amount of Term Loans then outstanding. Such for the Term Loan Commitment Fee Facility; provided that any commitment fee accrued with respect to any of the Term 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 Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Term Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on the Initial Term Loans shall accrue at all times from the Announcement Closing Date to until the Initial Funding Date Term Commitment Termination Date, including at any time during which one or more of the conditions is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December through the Initial Funding Quarterly Payment Date, commencing with the final payment first such date during the first full fiscal quarter to be made occur after the Closing Date, and on the Initial Funding Term Commitment Termination Date; provided, that in connection with any reduction or termination of Term Loan Commitments, as the case may be, under Section 2.05 or 2.07(a), the accrued Term Loan Commitment Fee calculated for the period ending on such date shall also be paid . The commitment fee on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Term Loan Commitment Fee Conversion Date Term Loans shall accrue at all times from the Closing Date until the Term Commitment Termination Date, including at any time during which one or more of the conditions is not met, and shall be due and payable quarterly in arrears on each Quarterly Payment Date, commencing with the first such date during the first full fiscal quarter to occur after the above-mentioned commencement date until Closing Date, and on the Initial Funding Term Commitment Termination 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 quarter that such Applicable Rate was in effect.

Term Loan Commitment Fee. The Company shall Accruing from (i) the date hereof through the date of the initial Term Loan advance (the “Initial Term Loan Draw Date”), the Borrowers agree to pay to the Administrative Agent for the account of each Lender with according to its Ratable Share, a Term Loan Commitment a nonrefundable commitment fee equal to 0.10% ("Term Loan Commitment Fee") computed on the actual daily unused portion basis of such Lender's Term Loan Commitment computed on a quarterly basis in arrears on the last Business Day year of each calendar quarter based upon the daily utilization for that quarter as calculated by the Administrative Agent, equal to (x) for the period from and including the Announcement Date and to but excluding the sixtieth (60th) day following the Announcement Date, 0.20% per annum and (y) thereafter, the Applicable Margin per annum applicable to the Commitment Fee. For purposes of calculating utilization under this clause (c), the Term Loan Commitments shall be deemed used to the extent of the Effective Amount of Term Loans then outstanding. Such Term Loan Commitment Fee shall accrue from the Announcement Date to the Initial Funding Date and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December through the Initial Funding Date, with the final payment to be made on the Initial Funding Date; provided, that in connection with any reduction 365 or termination of Term Loan Commitments366 days, as the case may be, under Section 2.05 or 2.07(aand actual days elapsed), and (ii) the accrued first day immediately following the Initial Term Loan Draw Date through the earliest of (X) the date upon which the Term Loan Commitments are fully drawn, (Y) the date upon which, and to the extent that, the Term Loan Commitments are reduced pursuant to Section 3.4 [Reduction of Term Loan Commitments] hereof and (Z) December 31, 2016, the Borrowers agree to pay to the Administrative Agent for the account of each Lender according to its Ratable Share, a nonrefundable commitment fee equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed), in the case of each of clauses (i) and (ii) above, multiplied by the average daily difference between the amount of (x) the Term Loan Commitments and (y) outstanding Term Loans, as applicable (each, a “Term Loan Commitment Fee”); provided, that any Term Loan Commitment Fee calculated for accrued with respect to the Term Loan Commitment of a Defaulting Lender during the period ending on prior to the time such date Lender became a Defaulting Lender and unpaid at such time shall also not be paid on payable by the date of Borrowers so long as such reduction or termination, with Lender shall be a Defaulting Lender except to the following quarterly payment being calculated on extent that such Term Loan Commitment Fee shall otherwise have been due and payable by the basis of the period from such reduction or termination date Borrowers prior to such quarterly payment date. The time; and provided further that no Term Loan Commitment Fee shall accrue at with respect to the Term Loan Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, all times after the above-mentioned commencement date until the Initial Funding DateTerm Loan Commitment Fees shall be payable in arrears on each Payment Date and in U.S. Dollars.