Common use of Unused Commitment Fee Clause in Contracts

Unused Commitment Fee. Accruing from the Closing Date until the Term Loan Commitment Termination Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed on the basis of a year of 360 days and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interest.

Unused Commitment Fee. Accruing from the Closing Date until the Term Loan Commitment Termination DateThe Borrower agrees to pay, the Borrowers agree in immediately available dollars, to pay to the each Lender a nonrefundable unused commitment fee on the average daily amount by which the Commitments of such Lender exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Unused Commitment Fee”) equal to from the Signing Date through the Revolving Credit Termination Date at the Unused Commitment Fee Rate Rate, payable in arrears (computed x) on the basis last Business Day of each March, June, September and December, commencing on the first such Business Day following the Signing Date and (y) on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (a), no Defaulting Lender shall be entitled to receive any Unused Commitment Fees for so long as it remains a year Defaulting Lender and the amount of 360 days and actual days elapsed) multiplied any Unused Commitment Fee that otherwise would have been payable to such Lender shall be retained by the average daily difference between (i) Borrower. For the Term Loan Amount and (ii) avoidance of doubt, from the aggregate principal amount date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall resume but the Borrower shall not be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless required to pay a Default “cure” amount or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee arrearage with respect to the principal balance of the Term Loans. After period during which such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestLender was a Defaulting Lender.

Unused Commitment Fee. Accruing from the Closing Date until the Term Loan Commitment Termination Date, the The Borrowers agree to shall pay to the Lender Administrative Agent a nonrefundable unused commitment fee (the “Unused Commitment Fee”) for the account of each Lender in an amount equal to to: (i) the average daily balance of the Commitment of such Lender during the respective period for which the Unused Commitment Fee Rate is being determined, less (ii) the sum of, without duplication, (x) the average daily balance of all Loans held by such Lender (provided, that the aggregate amount of Swing Line Loans outstanding shall be deemed to be zero for purposes of calculating the Unused Commitment Fee) plus (y) the average daily amount of LC Obligations held by such Lender, in each case, during the respective period for which the Unused Commitment Fee is being determined; (iii) multiplied by the Applicable Commitment Fee Percentage; provided, that (x) to the extent the foregoing relate to any Commitments other than Initial Revolving Loan Commitments (and related outstandings), the Applicable Commitment Fee Percentage applicable thereto shall be subject to modification as agreed by the respective Lenders providing such Commitments and as notified by them to the Administrative Agent at the time of the establishment thereof, and (y) no Unused Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The total fee paid by the Borrowers under this Section 4.10(b) will be equal to the sum of all of the fees due to the Lenders. Such fee shall be payable quarterly in arrears on the last Business Day of the first calendar quarter ended following the date hereof and the last Business Day of each calendar quarter thereafter. The Unused Commitment Fee provided in this Section 4.10(b) shall accrue at all times from and after the Effective Date. The accrued Unused Commitment Fee shall be computed on the basis of a year of 360 days and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be payable quarterly in cash on for the actual number of days elapsed during the applicable period (including the first Business Day of each calendar quarter (in arrears through day but excluding the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”period). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interest.

Unused Commitment Fee. Accruing from the Closing Date until the Term Loan Commitment Termination Date, the Borrowers agree to The Borrower shall pay to the Lender Agent a nonrefundable unused commitment 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 actual daily amount of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, less (ii) the sum of (x) the actual daily amount of all Revolving Loans held by such Revolving Lender plus (y) the actual 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 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 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 of 360 days and actual days elapsed) multiplied by . For the average daily difference between (i) avoidance of doubt, the Term Loan Amount and (ii) the aggregate principal outstanding amount of Term Swing Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall not be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day counted towards or considered usage of the immediately preceding quarter) and on the Term Revolving Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event Commitments for purposes of Default has occurred and is continuing, determining the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interest.

Unused Commitment Fee. Accruing from the Closing Date In addition, commencing as of January 1, 2008 and continuing thereafter until the Term Commitment has been terminated and the Loan paid in full, Borrower agrees to pay Lender a quarterly Unused Commitment Termination DateFee for each quarterly period that the Average Quarterly Outstandings is less than fifty percent (50%) of the Commitment Amount then in effect. As used herein, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the term “Unused Commitment Fee”) ” means that amount which is equal to the Unused Commitment Fee Rate (computed on the basis result of a year of 360 days and actual days elapsed) multiplied by the average daily difference between multiplying: (i) the Term Loan difference between the Commitment Amount in effect during the applicable period and the Average Quarterly Outstandings for that same period by (ii) 0.15%. As used herein the term “Average Quarterly Outstanding” means, for each quarter (or portion thereof), the aggregate principal amount of Term Loans actually funded under the Term Loan Facilitydaily amount of outstanding Advances during the applicable period divided by the actual number of days in that period. All Each Unused Commitment Fee shall be calculated by Lender with each such calculation being deemed conclusive absent manifest error. Each Unused Commitment Fee shall be due and payable in arrears within ten (10) days after the end of each quarterly period; provided that any such Unused Commitment Fee, whether for the full quarterly period or any portion thereof, shall become immediately due and payable on the earlier of the Maturity Date or the occurrence of an Event of Default; provided, however, Unused Commitment Fees shall continue to accrue and be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for during the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking existence of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance Event of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestDefault.

Unused Commitment Fee. Accruing from the Closing Date until the Term Loan Commitment Termination Date, the Borrowers agree to The Borrower shall pay to the Lender Agent a nonrefundable unused commitment 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 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 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 of 360 days and actual days elapsed) multiplied by . For the average daily difference between (i) avoidance of doubt, the Term Loan Amount and (ii) the aggregate principal outstanding amount of Term Swing Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall not be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day counted towards or considered usage of the immediately preceding quarter) and on the Term Revolving Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event Commitments for purposes of Default has occurred and is continuing, determining the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interest.

Unused Commitment Fee. Accruing from the Closing Date until (and including) the Term Loan Commitment Termination Sixth Amendment Effective Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed on the basis of a year of 360 days and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination DateApril 3, 2023. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interest.

Unused Commitment Fee. Accruing from the Closing Date until the Term Loan Commitment Termination Date, the Borrowers agree to The Borrower shall pay to the Lender Agent a nonrefundable unused commitment 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 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 of 360 days and actual days elapsed) multiplied by . For the average daily difference between (i) avoidance of doubt, the Term Loan Amount and (ii) the aggregate principal outstanding amount of Term Swing Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall not be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day counted towards or considered usage of the immediately preceding quarter) and on the Term Revolving Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event Commitments for purposes of Default has occurred and is continuing, determining the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interest.

Unused Commitment Fee. Accruing The Borrower shall pay to the Funding Agent, for the account of the Lenders entitled thereto, in accordance with their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"), accruing at the rate of the Applicable Commitment Fee Margin on the amount from time to time by which the Closing Commitments exceed the sum of (i) the outstanding principal amount of the Revolving Loans, plus (ii) the outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date until and ending on the Term Revolving Loan Commitment Termination Date, such portion of the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed on the basis of a year of 360 days and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be being payable quarterly quarterly, in cash on arrears, commencing with the first Business Day of each calendar quarter (in arrears through Quarterly Payment Date following the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination Effective Date. Notwithstanding the foregoing, unless a Default or Event in the event that any Lender fails to fund its Pro Rata Share of Default any Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, (I) such Lender shall not be entitled to any Unused Commitment Fees with respect to its Commitment until such failure has occurred been cured in accordance with Section 3.02(b)(vi)(B) and is continuing(II) until such time, the Unused Commitment Fee shall accrue in favor of the Borrowers due and payable on April 3Lenders which have funded their respective Pro Rata Shares of such requested Loan, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid allocated among such performing Lenders ratably based upon their relative Commitments, and discharged, without shall be calculated based upon the taking average amount by which the aggregate applicable Commitments of any further action by such performing Lenders exceeds the Borrowers, by automatically adding such Specified PIK Fee to sum of (1) the outstanding principal balance amount of the Term Loans. After Loans owing to such Specified PIK Fee is added performing Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (3) the principal balance, aggregate participation interests of such Specified PIK Fee shall be treated as principal for all purposes hereunder performing Lenders arising pursuant to Section 2.03(e) with respect to undrawn and shall itself bear interestoutstanding Letters of Credit.

Unused Commitment Fee. Accruing from Each Lender shall be paid the Closing Date until Line Fee at the Term Loan Commitment Termination Date, times and in the manner set forth below. The Borrowers agree to shall pay to the Lender Administrative Agent for the account of the Lenders, a nonrefundable unused commitment fee (the “Unused "Commitment Fee”") equal to the Unused Commitment Fee Rate 0.25% per annum (computed on the basis of actual days elapsed in a year of 360 days and actual days elapsed365 or 366 days, as applicable) multiplied by of the average daily balance of the 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 the immediately succeeding calendar quarter, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. If the Commitment Fee actually paid by the Borrowers is insufficient to pay the Line Fee due the Lenders, the deficiency shall be paid to the Lenders by the Swingline Lender from its own funds (and the Borrowers shall have no liability with respect thereto). The Administrative Agent shall pay the Commitment Fee (and any amounts payable by the Swingline Lender hereunder) to the Lenders based upon their pro rata share of the aggregate Line 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) the Term Loan Amount sum of such Person's Commitment, and (ii) the aggregate sum of (A) such Person's Commitment Percentage of the principal amount of Term Loans actually funded under then outstanding (including the Term Loan Facility. All Unused principal amount of Swingline Loans then outstanding), and (B) such Person's Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day Percentage of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event then Letter of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestCredit Outstandings.

Unused Commitment Fee. Accruing The Borrowers shall pay to Administrative Agent, for the account of each Revolving Lender, a commitment fee at a rate per annum equal to the Applicable Unused Commitment Fee in effect from time to time on the Closing Date until the Term unused portion of such Lender’s Revolving Loan Commitment Termination Date, (treating the Borrowers agree to pay to Letter of Credit Obligations as usage). Such fee shall be payable monthly in arrears on the Lender a nonrefundable unused commitment fee (first day of the “calendar month following the date hereof and the first day of each calendar month thereafter. The Applicable Unused Commitment Fee provided in this subsection 1.9(b) shall accrue at all times from and after mutual execution and delivery of this Agreement. Following receipt of the Applicable Unused Commitment Fee”, Administrative Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans, and other than any Non-Funding Lender from and after the date such Lender became a Non-Funding Lender and regardless of whether such Non-Funding Lender’s Commitment has been terminated) equal from, and to the extent of, the Applicable Unused Commitment Fee Rate (computed and interest received by it on the basis Swing Loans an amount equal to its pro rata share of a year of 360 days and actual days elapsed) multiplied by the Applicable Unused Commitment Fee calculated as if the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount balance of Term Swing Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestpreceding calendar month had been zero.

Unused Commitment Fee. Accruing The Borrower shall pay to the Administrative Agent for the account of the Lenders an unused commitment fee, from the Closing Date date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case until the Term Loan Commitment Termination Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed on the basis of a year of 360 days and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through quarterly on the last day of the immediately preceding quarter) each March, June, September and December, commencing June 30, 2006, and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee Date in respect of the Borrowers applicable Facility, at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter; provided, however, that any unused commitment fee accrued with respect to any of the 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 unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on April 3, 2023 (for any of the fee accruing for the quarter ending March 31, 2023) may be paid in kind (Commitments of a Defaulting Lender so long as such fee, the “Specified PIK Fee”). The Specified PIK Fee Lender shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interesta Defaulting Lender.

Unused Commitment Fee. Accruing from the Closing Date until the Term Loan Commitment Termination Date, the Borrowers agree The Borrower agrees to pay to the Administrative Agent, for the Pro Rata account of each Lender a nonrefundable (other than any Defaulting Lender), for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrower’s inability to satisfy any condition of Section 5.2) commencing on the Restatement Date and continuing through the Maturity Date, an unused commitment fee (at the “Unused Commitment Fee”) rate per annum equal to the Unused Commitment Fee Rate (computed on the basis such Lender’s Percentage of a year of 360 days and actual days elapsed) multiplied by the average daily difference between (i) unused portion of the Term Revolving Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan FacilityCommitment Amount. All Unused Commitment Fees The unused commitment fee shall be payable quarterly by the Borrower in cash arrears on each Quarterly Payment Date, commencing with the first Business Day of each calendar quarter (in arrears through Quarterly Payment Date following the last day of the immediately preceding quarter) Restatement Date, and on the Term Loan Commitment Termination Maturity Date. Notwithstanding the foregoingThe unused commitment fee shall be calculated quarterly in arrears, unless a Default or Event of Default has occurred and if there is continuing, any change in the Unused Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Unused Commitment Fee Rate separately for each period during such quarter that such Unused Commitment Fee Rate was in effect. For purposes of calculating the unused commitment fee the making of Swing Line Loans by the Swing Line Lender shall not constitute the usage of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestRevolving Loan Commitment.

Unused Commitment Fee. Accruing from the Closing Date In addition, commencing as of August 14, 2008 and continuing thereafter until the Term Commitment has been terminated and the Loan paid in full, Borrower agrees to pay Lender a quarterly Unused Commitment Termination DateFee for each quarterly period that the Average Quarterly Outstandings is less than fifty percent (50%) of the Commitment Amount then in effect. As used herein, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the term “Unused Commitment Fee”) ” means that amount which is equal to the Unused Commitment Fee Rate (computed on the basis result of a year of 360 days and actual days elapsed) multiplied by the average daily difference between multiplying: (i) the Term Loan difference between the Commitment Amount in effect during the applicable period and the Average Quarterly Outstandings for that same period by (ii) 0.15%. As used herein the term “Average Quarterly Outstanding” means, for each quarter (or portion thereof), the aggregate principal amount of Term Loans actually funded under the Term Loan Facilitydaily amount of outstanding Advances during the applicable period divided by the actual number of days in that period. All Each Unused Commitment Fee shall be calculated by Lender with each such calculation being deemed conclusive absent manifest error. Each Unused Commitment Fee shall be due and payable in arrears within ten (10) days after the end of each quarterly period; provided that any such Unused Commitment Fee, whether for the full quarterly period or any portion thereof, shall become immediately due and payable on the earlier of the Maturity Date or the occurrence of an Event of Default; provided, however, Unused Commitment Fees shall continue to accrue and be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for during the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking existence of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance Event of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestDefault.

Unused Commitment Fee. Accruing The Borrower shall pay to the Administrative Agent for the account of the Lenders an unused commitment fee, from the Closing Date date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case until the Term Loan Commitment Termination Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed on the basis of a year of 360 days and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through quarterly on the last day of the immediately preceding quarter) each March, June, September and December, commencing June 30, 2005, and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee Date in respect of the Borrowers applicable Facility, at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender's Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter; provided, however, that any unused commitment fee accrued with respect to any of the 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 unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on April 3, 2023 (for any of the fee accruing for the quarter ending March 31, 2023) may be paid in kind (Commitments of a Defaulting Lender so long as such fee, the “Specified PIK Fee”). The Specified PIK Fee Lender shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interesta Defaulting Lender.

Unused Commitment Fee. Accruing from the Closing Date until the Term Loan Commitment Termination Date, the Borrowers agree Borrower agrees to pay to Administrative Agent for the Lender a nonrefundable unused commitment fee (the “account of Lenders an Unused Commitment Fee”) , at a rate per annum equal to the Applicable Unused Commitment Fee Rate (computed Rate, calculated on the basis of a 360-day year in accordance with this Section from the date hereof and to and including the Facility Termination Date, and payable quarterly in arrears on the first day of 360 days each January, April, July and actual days elapsedOctober hereafter and on the Facility Termination Date. For each quarter (or portion thereof), the Unused Commitment Fee shall be equal to (A) multiplied by the average daily difference between Aggregate Commitment during such quarter (ior portion thereof) minus (B) the Term Loan Amount and Average Daily Outstandings for such quarter (iior portion ----- thereof), with the resulting number multiplied by (C) the Applicable Unused Commitment Rate, and the final product divided by (D) four (4). Each Lender (including Swing Line Lender) shall be entitled to a share of the Unused Commitment Fee in the proportion that (x) such Lender's average daily Unused Commitment for such quarter (or portion thereof) bears to (y) the average daily aggregate principal amount Unused Commitments of Term Loans actually funded under all Lenders for such quarter (or portion thereof). If the Unused Commitment Fee is being computed for less than a full quarter, the number used in clause (D) above shall be computed on a daily basis for the number of days for which the fee is being computed. The Unused Commitment Fee shall continue to be payable during the Term Loan FacilityOut Period. All accrued Unused Commitment Fees shall be payable quarterly in cash on the first Business Day effective date of each calendar quarter (in arrears through the last day any termination of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event obligations of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee Lenders to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestmake Loans hereunder.

Unused Commitment Fee. Accruing The Borrower shall pay to the Administrative Agent for the account of the Lenders an unused commitment fee, from the Closing Date date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case until the Term Loan Commitment Termination Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed on the basis of a year of 360 days and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through monthly on the last day of the immediately preceding quarter) each month, commencing July 31, 2004, and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee Date in respect of the Borrowers Revolving Credit Facility, at the rate of 0.40% per annum or, if the average daily Unused Revolving Credit Commitment for such period exceeds 50% of the Revolving Credit Facility at the date of determination, 0.30% per annum on the average daily Unused Revolving Credit Commitment of each Appropriate Lender during such month; provided, however, that any unused commitment fee accrued with respect to any of the 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 unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on April 3, 2023 (for any of the fee accruing for the quarter ending March 31, 2023) may be paid in kind (Commitments of a Defaulting Lender so long as such fee, the “Specified PIK Fee”). The Specified PIK Fee Lender shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interesta Defaulting Lender.

Unused Commitment Fee. Accruing from the Closing Date until the Term Loan Commitment Termination Date, the (a) The Borrowers agree to shall pay to the Lender Administrative Agent for the account of the Non-Extending Lenders, a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Applicable Commitment Fee Rate (computed on the basis of actual days elapsed in a year of 360 days and actual days elapseddays) multiplied by of the average daily difference between (i) balance of the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees for each day commencing on and including the Closing Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any fiscal quarter shall be payable quarterly in cash on the first Business Day of the immediately succeeding fiscal quarter, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. (b) The Borrowers shall pay to the Administrative Agent for the account of the Extending Lenders, a commitment fee (the “Extended Term Unused Fee”) equal to 0.50% per annum (on the basis of actual days elapsed in a year of 360 days) of the average daily balance of the Extended Term Unused Commitment for each calendar day commencing on and including the Effective Date and ending on but excluding the Extended Termination Date. The Extended Term Unused Fee so accrued in any fiscal quarter (in arrears through shall be payable on the last day first Business Day of the immediately preceding succeeding fiscal quarter) and , except that all Extended Term Unused Fees so accrued as of the Extended Termination Date shall be payable on the Term Loan Commitment Extended Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interest.

Unused Commitment Fee. Accruing from (a) Starting on the Closing Date until Date, in addition to the Term Loan Commitment Termination Datepayments provided for in Section 3 hereof, the Borrowers agree shall pay or cause to pay be paid to the Lender a nonrefundable Administrative Agent, for the account of each Lender, according to its Pro Rata Share, an unused commitment fee on the average daily amount of the Maximum Commitment less the Principal Obligations outstanding on such date (the “Unused Commitment FeePortion”) equal to ), during the Unused Commitment Fee Rate (computed immediately preceding calendar quarter calculated on the basis of actual days elapsed in a year consisting of 360 days and actual days elapsedat the rate of twenty-five basis points (0.25%) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be per annum, payable quarterly in cash arrears on the first fifth Business Day of each calendar quarter for the preceding calendar quarter. For purposes of this Section 2.12, the fee shall be calculated on an average daily basis and shall be payable in Dollars. 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. (b) Notwithstanding anything in arrears through this Credit Agreement to the last day contrary, if any Borrower delivers the Administrative Agent a Request for Borrowing not later than 11:00 a.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 the immediately preceding quartersuch 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) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoingabove, unless a Default or (i) no Event of Default has or Potential Default shall have occurred and is 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 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) after giving effect to such Capitalized Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such feeLoan, the “Specified PIK Fee”)Principal Obligations as of such date will not exceed the Available Commitment as of such date. The Specified PIK initial Capitalized Unused Commitment Fee Loan hereunder shall be a new Loan bearing interest based on Adjusted Term SOFR and unless specified by Borrower in writing shall be deemed paid and discharged, without the taking of any further action to have been borrowed by the Borrowers. Any subsequent Capitalized Unused Commitment Fee Loan, unless otherwise specified by automatically adding such Specified PIK Fee to the principal balance Borrowers in writing, shall become part of the Term Loans. After initial Capitalized Unused Commitment Fee Loan, on the same terms and conditions as such Specified PIK initial Capitalized Unused Commitment Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestLoan.

Unused Commitment Fee. Accruing The Borrower shall pay to the Administrative Agent for the account of the Lenders an unused commitment fee, from the Closing Date date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case until the Term Loan Commitment Termination Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed on the basis of a year of 360 days and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through monthly on the last day of the immediately preceding quarter) each month, commencing July 31, 2004, and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee Date in respect of the Borrowers Revolving Credit Facility, at the rate of 0.40% per annum, if the average daily Unused Revolving Credit Commitment for such period exceeds 50% of the Revolving Credit Facility at the date of determination, and at a rate of 0.30% per annum, in all other cases, in each case on the average daily Unused Revolving Credit Commitment of each Appropriate Lender during such month; provided, however, that any unused commitment fee accrued with respect to any of the 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 unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on April 3, 2023 (for any of the fee accruing for the quarter ending March 31, 2023) may be paid in kind (Commitments of a Defaulting Lender so long as such fee, the “Specified PIK Fee”). The Specified PIK Fee Lender shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interesta Defaulting Lender."

Unused Commitment Fee. Accruing The Borrower shall pay to the Administrative Agent for the account of the Lenders an unused commitment fee, from the Closing Date date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, in each case until the Term Loan Commitment Termination Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed on the basis of a year of 360 days and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through quarterly on the last day of the immediately preceding quarter) each March, June, September and December, commencing September 30, 2004, and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee Date in respect of the Borrowers applicable Facility, at the rate of 0.50% per annum on the sum of the average daily Unused Revolving Credit Commitment of each Appropriate Lender plus such Appropriate Lender’s Pro Rata Share of the average daily outstanding Swing Line Advances during such quarter; provided, however, that any unused commitment fee accrued with respect to any of the 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 unused commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no unused commitment fee shall accrue on April 3, 2023 (for any of the fee accruing for the quarter ending March 31, 2023) may be paid in kind (Commitments of a Defaulting Lender so long as such fee, the “Specified PIK Fee”). The Specified PIK Fee Lender shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interesta Defaulting Lender.

Unused Commitment Fee. Accruing from (a) In addition to the Closing Date until the Term Loan Commitment Termination Datepayments provided for in Section 3, the Borrowers agree shall pay or cause to pay be paid to the Lender a nonrefundable Administrative Agent, for the account of each Lender, an unused commitment fee (the “Unused Commitment Fee”) equal to at the Unused Commitment Fee Rate on the Commitment of the Lenders that was unused (computed 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 days, payable in arrears on each Interest Payment Date. For purposes of this Section 2.12, the fee shall be calculated on a daily basis. The Borrowers and actual days elapsedthe 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 fees shall be payable in Dollars. (b) multiplied 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 Request for Borrowing to the average daily difference between 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) the Term Loan Amount no Event of Default or Potential Default shall have occurred and be continuing, (ii) each of the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees representations and warranties set forth herein shall be payable quarterly true and correct in cash all material respects on and as of such date, with the first Business Day same force and effect as if made on and as of each calendar quarter such date (except to the extent of changes and facts or circumstances that have been disclosed to the Lenders in arrears through the last day of the immediately preceding quarter) writing and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or do not constitute an Event of Default has occurred or to the extent such representations and is continuingwarranties expressly relate to an earlier or specific date), the and (iii) after giving effect to such Capitalized Unused Commitment Fee Loan, such Borrower has availability hereunder. 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 Request for Borrowing delivered by the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023pursuant to this Section 2.12(b) may be paid in kind (such feeconnection with a Capitalized Unused Commitment Fee Loan, the “Specified PIK Fee”). The Specified PIK Fee Borrowers shall not be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee obligated to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestdeliver a Borrowing Base Certificate attached thereto.

Unused Commitment Fee. Accruing from the Closing Date until the Term Loan Commitment Termination Date, the Borrowers agree to The Borrower shall pay to the Lender Administrative Agent for the account of the Lenders, a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed a) until April 30, 2012, 0.25% per annum on the basis of actual days elapsed in a year of 360 days and actual days elapsed) multiplied by the average daily difference between balance of the Unused Commitment during the period commencing on and including the Effective Date and ending on but excluding April 30, 2012, and (b) thereafter, (i) if the Term Loan Amount sum of (x) the principal amount of Loans then outstanding (including the principal amount of Swingline Loans then outstanding) and (y) the then Letter of Credit Outstandings is forty percent (40%) or less of the Total Commitments, 0.375% per annum on the basis of actual days elapsed in a year of 360 days multiplied by the average daily balance of the Unused Commitment, and (ii) if the aggregate sum of (x) the principal amount of Term Loans actually funded under then outstanding (including the Term Loan Facilityprincipal amount of Swingline Loans then outstanding) and (y) the then Letter of Credit Outstandings is greater than forty percent (40%) of the Total Commitments, 0.25% per annum on the basis of actual days elapsed in a year of 360 days multiplied by the average daily balance of the Unused Commitment, in each case during the period commencing on and including April 30, 2012 and ending on but excluding the Termination Date. All Unused Upon the occurrence of an Event of Default, at the option of the Administrative Agent or at the direction of the Required Lenders, the Commitment Fees Fee shall be determined at the rate set forth in Section 2.11. The Commitment Fee so accrued in any calendar quarter shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day of the immediately preceding next calendar quarter) and , in arrears, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Term Loan Commitment Termination Date. Notwithstanding The Administrative Agent shall pay the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestLenders based upon their Commitment Percentage.

Unused Commitment Fee. Accruing The Borrower shall pay to the Administrative Agent for the account of the Lenders an unused commitment fee, from the Closing Date 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 it became a Lender in the case of each other Lender, in each case until the Term Loan Commitment Termination Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed payable in arrears monthly on the basis first day of a year each month, commencing July 1, 2003, and on the Termination Date, at the rate of 360 days and actual days elapsed) multiplied by .50% per annum on the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees of such Lender or, if aggregate Advances exceed 50% of the Revolving Credit Commitments, .40% per annum; PROVIDED, HOWEVER, that any commitment fee accrued with respect to the Revolving Credit 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 Borrower so long as such Lender shall be payable quarterly in cash on a Defaulting Lender except to the first Business Day of each calendar quarter (in arrears through the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and PROVIDED FURTHER, HOWEVER, that no commitment fee shall accrue on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (Revolving Credit Commitments of a Defaulting Lender so long as such fee, the “Specified PIK Fee”). The Specified PIK Fee Lender shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interesta Defaulting Lender.

Unused Commitment Fee. Accruing from the Closing Date until (and including) the Term Loan Commitment Termination TerminationSixth Amendment Effective Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate (computed on the basis of a year of 360 days and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination Date.April 3, 2023. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interest.

Unused Commitment Fee. (i) Accruing from the Closing Agreement Date until the Term Loan Commitment Termination Maturity Date, the Borrowers agree Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender according to its Pro Rata Share, a nonrefundable unused commitment fee (the each a “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate a rate per annum equal to 0.375% (computed on the basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied by the average daily result of: (A) the Revolving Commitments minus (B) the Revolving Loans minus (C) the Letter of Credit Obligations; provided however, with respect to the Unused Commitment Fee for the account of the Swing Line Lender, such fee shall be equal to a rate per annum equal to 0.375% (computed on the basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount Revolving Commitment and the Revolving Credit Facility Usage. Subject to clause (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All below, all Unused Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day of the immediately preceding quarteron each Interest Payment Date. (ii) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Any Unused Commitment Fee accrued with respect to the corresponding Commitment of a Defaulting Lender during the Borrowers 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 is a Defaulting Lender (except to the extent that such Unused Commitment Fee shall otherwise have been due and payable on April 3, 2023 (for by the fee accruing for the quarter ending March 31, 2023) may be paid in kind (Borrower prior to such fee, the “Specified PIK Fee”time). The Specified PIK ; and no Unused Commitment Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding accrue with respect to a Defaulting Lender while such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee Lender is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interesta Defaulting Lender.

Unused Commitment Fee. Accruing from In the Closing Date until event Loans in the Term Loan New Commitment Termination Amounts are not fully funded on the Increase Date, the Borrowers agree to Borrower shall pay to the Lender a nonrefundable Administrative Agent for allocation to the Lenders in accordance with their respective Subsequent Funding Commitment Percentage, an unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate twenty-five basis points (0.25%) per annum (computed over the applicable monthly period on the basis of a 360-day year and the actual number of 360 days and actual days elapsed) multiplied by times the average actual daily difference between (i) the Term Loan Amount and (ii) amount of the aggregate principal amount outstanding Subsequent Funding Commitments of Term Loans actually funded under all Lenders having outstanding Subsequent Funding Commitments in effect on such day calculated for each day during the Term Loan Facilityapplicable calendar month. All Unused Commitment Fees The unused commitment fee shall accrue at all times while the Subsequent Funding Commitments of the Lenders remain in effect pursuant to this Agreement, but not beyond the Expiration Date, and shall be due and payable quarterly monthly in cash arrears on the first Business Day after the end of each calendar quarter month (or portion thereof, in arrears through the last day case of the immediately preceding quarter) first payment), commencing with the first Business Day of the first full calendar month to occur after the Closing Date, and ending on the Term Loan Commitment Termination Date. Notwithstanding Expiration Date (or the foregoingend of such earlier month in which the Subsequent Funding Commitments have been fully funded or expired); provided, unless a Default or Event however, that if the Lenders fail to advance the Subsequent Funding Advance requested by the Borrower and so long as the provisions of Default has occurred and is continuingSection 2.11(j) above have been satisfied, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the unused commitment fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”)provided herein shall thereafter cease to accrue. The Specified PIK Fee unused commitment fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestcalculated on a monthly basis in arrears.

Unused Commitment Fee. Accruing from (a) In addition to the Closing Date until the Term Loan Commitment Termination Datepayments provided for in Section 3, the Borrowers agree shall pay or cause to pay be paid to the Lender a nonrefundable Administrative Agent, for the account of each Lender, an unused commitment fee (the “Unused Commitment Fee”) equal to at the Unused Commitment Fee Rate on the Commitment of the Lenders that was unused (computed 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 and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be days, payable quarterly in cash arrears on the first Business Day tenth (10th) calendar day of each calendar quarter for the unused commitment fees accruing during the preceding calendar quarter. 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 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 arrears through this Credit Agreement to the last day 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 the immediately preceding quartersuch 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) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoingabove, unless a Default or (i) no Event of Default has or Potential Default shall have occurred and is 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 due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023pursuant to this Section 2.12(b) may be paid in kind (such feeconnection with a Capitalized Unused Commitment Fee Loan, the “Specified PIK Fee”). The Specified PIK Fee Borrowers shall not be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee obligated to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestdeliver a Borrowing Base Certificate attached thereto.

Unused Commitment Fee. Accruing from In addition to the Closing Date until the Term Loan Commitment Termination Datepayments provided for in Section 3, the Borrowers agree shall pay or cause to pay be paid to the Administrative Agent, for the account of each Lender a nonrefundable Group, an unused commitment fee at the rate of 20 basis points (0.20%) per annum on the “Unused Commitment Fee”) equal to of the Unused Commitment Fee Rate (computed Committed Lenders in such Lender Group which was unused, calculated on the basis of actual days elapsed in a year consisting of 360 days and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be payable quarterly in cash arrears on the first Business Day of each calendar quarter (in arrears through for the last day preceding calendar quarter. For purposes of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuingthis Section 2.12, the Unused Commitment Fee of fee shall be calculated on a daily basis. The Credit Parties 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 due as described herein and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”)no other purposes. The Specified PIK Fee No Lender Group shall be deemed entitled to receive any unused commitment fee for any period during which the Committed Lender in such Lender Group is a Defaulting Committed Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid and dischargedto such Lender Group) (provided that, without for any Lender Group with two or more Committed Lenders, such Lender Group shall not be entitled to receive any unused commitment fee corresponding to the taking Commitment of any further action by the BorrowersCommitted Lender in such Lending Group that is a Defaulting Committed Lender, by automatically adding such Specified PIK Fee but shall remain entitled to receive any unused commitment fee corresponding to the principal balance Commitment of the Term Loans. After any Committed Lender in such Specified PIK Fee Lending Group that is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestnot a Defaulting Committed Lender).

Unused Commitment Fee. Accruing from For each day prior to the Closing Date until end of the Term Loan Commitment Termination DateAvailability Period, the Borrowers agree to shall pay to the Administrative Agent for the account of each Lender a nonrefundable (other than Defaulting Lenders to the extent set forth in Section 2.16(a)(iii)) in accordance with its Applicable Percentage, an unused commitment fee (the “Unused Commitment Fee”) equal to the Applicable Rate multiplied by the actual daily undrawn amount of the aggregate of the Term Commitments, subject to adjustment as provided in Section 2.16. The Unused Commitment Fee Rate (computed on shall accrue at all times during the basis of a year of 360 days Availability Period, and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be due and payable quarterly in cash arrears on the first last Business Day of each calendar quarter (in arrears through March, June, September and December, commencing with the last day of first such date to occur after the immediately preceding quarter) Closing Date, and on the Term Loan Commitment Termination DateMaturity Date (and, if applicable, thereafter on demand). Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the The Unused Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate for Unused Commitment Fees set forth in the definition of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee“Applicable Rate” during any quarter, the “Specified PIK Fee”). The Specified PIK Fee actual daily amount shall be deemed paid computed and discharged, without the taking of any further action multiplied by the Borrowers, by automatically adding Applicable Rate for Unused Commitment Fees separately for each period during such Specified PIK Fee to the principal balance of the Term Loans. After quarter that such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal Applicable Rate for all purposes hereunder and shall itself bear interestUnused Commitment Fees was in effect.

Unused Commitment Fee. Accruing from (a) In addition to the Closing Date until the Term Loan Commitment Termination Datepayments provided for in Section 3, the Borrowers agree shall pay or cause to pay be paid to the Lender a nonrefundable Administrative Agent, for the account of each Lender, an unused commitment fee (the “Unused Commitment Fee”) equal to at the Unused Commitment Fee Rate on the Commitment of the Lenders that was unused (computed 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 and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be days, payable quarterly in cash arrears on the first Business Day tenth (10th) calendar day of each calendar quarter for the unused commitment fees accruing during the preceding calendar quarter. 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 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 arrears through this Credit Agreement to the last day 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 the immediately preceding quartersuch 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) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoingabove, unless a Default or (i) no Event of Default has or Potential Default shall have occurred and is 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 due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023pursuant to this Section 2.12(b) may be paid in kind (such feeconnection with a Capitalized Unused Commitment Fee Loan, the “Specified PIK Fee”). The Specified PIK Fee Borrowers shall not be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee obligated to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestdeliver a Borrowing Base Certificate attached thereto.

Unused Commitment Fee. Accruing from the Closing Date until the Term Loan Commitment Termination Date, the The Borrowers agree to shall pay to the Lender Agent for the account of the Lenders, a nonrefundable unused commitment fee (the “Unused "Commitment Fee”") equal to the Unused Commitment Fee Rate Applicable Margin per annum (computed on the basis of actual days elapsed in a year of 360 days and actual days elapseddays) multiplied by of the average daily difference between (i) balance of the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees 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 quarterly in cash on the first Business Day of each the immediately succeeding calendar quarter (in arrears through the last day quarter, except that all Commitment Fees so accrued as of the immediately preceding quarter) and Termination Date shall be payable on the Term Loan Commitment Termination Date. Notwithstanding The Agent shall pay the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance Lenders based upon their pro rata share of the Term Loans. After 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 Specified PIK Fee is added Person's share shall be equal to the difference between (i) such Person's Commitment, and (ii) the sum of (A) such Person's Commitment Percentage of the principal balanceamount of Revolving Loans then outstanding (including the principal amount of Swingline Loans then outstanding), and (B) such Specified PIK Person's Commitment Percentage of the then Letter of Credit Outstandings. Prior to June 3, 2005, the Commitment Fee shall accrue as specified in this Agreement prior to giving effect to the Second Amendment. 1.11 Amendment to Section 2.13. Clause (a)(ii) of Section 2.13 of the Credit Agreement shall be treated amended and restated in its entirety to read in full as principal for all purposes hereunder and shall itself bear interest.follows:

Unused Commitment Fee. Accruing from The Administrative Agent shall pay each Lender the Closing Date until Line Fee at the Term Loan Commitment Termination Date, times and in the manner set forth below. The Borrowers agree to shall pay to the Lender Administrative Agent for the account of the Lenders, a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate 0.375% per annum (computed on the basis of actual days elapsed in a year of 360 days and actual days elapseddays) multiplied by of the average daily balance of the Unused Commitment for each day commencing on and including the Closing Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any fiscal quarter shall be payable on the first Business Day of the immediately succeeding fiscal quarter, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. If the Commitment Fee actually paid by the Borrowers is insufficient to pay the Line Fee due the Lenders, the deficiency shall be paid to the Lenders by the Swingline Lender from its own funds (and the Borrowers shall have no liability with respect thereto). The Administrative Agent shall pay the Line Fee (and any amounts payable by the Swingline Lender hereunder) to the Lenders based upon their pro rata share of the aggregate Line 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) the Term Loan Amount sum of such Person’s Commitment, and (ii) the aggregate sum of (A) such Person’s Commitment Percentage of the principal amount of Term Revolving Loans actually funded under then outstanding (including the Term Loan Facility. All Unused principal amount of Swingline Loans then outstanding), and (B) such Person’s Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day Percentage of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event then Letter of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestCredit Outstandings.

Unused Commitment Fee. Accruing from the Closing Date until the Term Loan Commitment Termination Maturity Date, the Borrowers agree Borrower agrees to pay to the Administrative Agent for the account of each Lender according to its Pro Rata Share, a nonrefundable unused commitment fee (the each an “Unused Commitment Fee”) equal to the Unused Commitment Fee Rate 0.20% per annum (computed on the basis of a year of 360 days days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Term Loan Amount Revolving Commitments and (ii) the aggregate principal amount Revolving Credit Facility Usage; provided, however, that any Unused Commitment Fee accrued with respect to the Revolving Commitment of Term Loans actually funded under a Defaulting Lender during the Term Loan Facilityperiod 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 Unused Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Unused Commitment Fee shall accrue with respect to the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All Subject to the provisos in the directly preceding sentence, all Unused Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day of the immediately preceding quarter) and on the Term Loan Commitment Termination each Interest Payment Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interest.

Unused Commitment Fee. Accruing from (i) The Borrower shall pay to the Agent, for the account of the Lenders in accordance with their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"), accruing at the rate of one-half of one percent (0.50%) per annum on the average daily amount by which the Revolving Credit Commitments exceed the Revolving Credit Obligations for the period commencing on the Closing Date until and ending on the Term Loan Commitment Revolving Credit Termination Date, the Borrowers agree to pay to the Lender a nonrefundable unused commitment fee (the “Unused Commitment Fee”) equal to the such Unused Commitment Fee Rate being payable (computed A) quarterly, in arrears, commencing on the basis of a year of 360 days and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount and (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All Unused Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day of the immediately preceding quartercalendar quarter next succeeding the Closing Date and (B) and on the Term Loan Commitment Revolving Credit Termination Date. . (ii) Notwithstanding the foregoing, unless a Default or Event in the event that any Lender fails to fund its Pro Rata Share of Default any Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, (A) such Lender shall not be entitled to any Unused Commitment Fees with respect to its Revolving Credit Commitment until such failure has occurred been cured in accordance with Section 3.02(b)(v)(B) and is continuing(B) until such time, the Unused Commitment Fee shall accrue in favor of the Borrowers due and payable on April 3Lenders which have funded their respective Pro Rata Shares of such requested Loan, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid allocated among such performing Lenders ratably based upon their relative Revolving Credit Commitments, and discharged, without shall be calculated based upon the taking average amount by which the aggregate Revolving Credit Commitments of any further action by such performing Lenders exceeds the Borrowers, by automatically adding such Specified PIK Fee to the outstanding principal balance amount of the Term Loans. After Loans owing to such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestperforming Lenders.

Unused Commitment Fee. (i) Accruing from the Closing Date until the Term Loan Commitment Termination Maturity Date, the Borrowers agree Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender according to its Pro Rata Share, a nonrefundable unused commitment fee (the each a “Unused Commitment Fee”) equal to the Applicable Unused Commitment Fee Rate (computed on the basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied by the average daily result of: (A) the Revolving Commitments minus (B) the Revolving Loans minus (C) the Letter of Credit Obligations; provided however, with respect to the Unused Commitment Fee for the account of the Swing Line Lender, such fee shall be equal to the Applicable Unused Commitment Fee Rate (computed on the basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between (i) the Term Loan Amount Revolving Commitment and the Revolving Credit Facility Usage. Subject to clause (ii) the aggregate principal amount of Term Loans actually funded under the Term Loan Facility. All below, all Unused Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day of the immediately preceding quarteron each Interest Payment Date. (ii) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing, the Any Unused Commitment Fee accrued with respect to the corresponding Commitment of a Defaulting Lender during the Borrowers 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 is a Defaulting Lender (except to the extent that such Unused Commitment Fee shall otherwise have been due and payable on April 3, 2023 (for by the fee accruing for the quarter ending March 31, 2023) may be paid in kind (Borrower prior to such fee, the “Specified PIK Fee”time). The Specified PIK ; and no Unused Commitment Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding accrue with respect to a Defaulting Lender while such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee Lender is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interesta Defaulting Lender.

Unused Commitment Fee. Accruing from The Administrative Agent shall pay each Lender the Closing Date until Line Fee at the Term Loan Commitment Termination Date, times and in the manner set forth below. The Borrowers agree to shall pay to the Lender Administrative Agent for the account of the Lenders, a nonrefundable unused commitment fee (the “Unused "Commitment Fee”") equal to the Unused Commitment Fee Rate 0.375% per annum (computed on the basis of actual days elapsed in a year of 360 days and actual days elapseddays) multiplied by of the average daily balance of the Unused Commitment for each day commencing on and including the Closing Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any fiscal quarter shall be payable on the first Business Day of the immediately succeeding fiscal quarter, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. If the Commitment Fee actually paid by the Borrowers is insufficient to pay the Line Fee due the Lenders, the deficiency shall be paid to the Lenders by the Swingline Lender from its own funds (and the Borrowers shall have no liability with respect thereto). The Administrative Agent shall pay the Line Fee (and any amounts payable by the Swingline Lender hereunder) to the Lenders based upon their pro rata share of the aggregate Line 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) the Term Loan Amount sum of such Person's Commitment, and (ii) the aggregate sum of (A) such Person's Commitment Percentage of the principal amount of Term Revolving Loans actually funded under then outstanding (including the Term Loan Facility. All Unused principal amount of Swingline Loans then outstanding), and (B) such Person's Commitment Fees shall be payable quarterly in cash on the first Business Day of each calendar quarter (in arrears through the last day Percentage of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event then Letter of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestCredit Outstandings.

Unused Commitment Fee. Accruing from the Closing Date until the Term Loan Commitment Termination Date, the Borrowers agree Borrower agrees to pay to Administrative Agent for the Lender a nonrefundable unused commitment fee (the “account of Lenders an Unused Commitment Fee”) , at a rate per annum equal to the Applicable Unused Commitment Fee Rate (computed Rate, calculated on the basis of a 360-day year in accordance with this Section from the date hereof and to and including the Facility Termination Date, and payable quarterly in arrears on the first day of 360 days each January, April, July and actual days elapsedOctober hereafter and on the Facility Termination Date. For each quarter (or portion thereof), the Unused Commitment Fee shall be equal to (A) multiplied by the average daily difference between Aggregate Commitment during such quarter (ior portion thereof) minus (B) the Term Loan Amount and Average Daily Outstandings for such quarter (iior portion thereof), with the resulting number multiplied by (C) the Applicable Unused Commitment Rate, and the final product divided by (D) four (4). Each Lender (including Swing Line Lender) shall be entitled to a share of the Unused Commitment Fee in the proportion that (x) such Lender’s average daily Unused Commitment for such quarter (or portion thereof) bears to (y) the average daily aggregate principal amount Unused Commitments of Term Loans actually funded under all Lenders for such quarter (or portion thereof). If the Unused Commitment Fee is being computed for less than a full quarter, the number used in clause (D) above shall be computed on a daily basis for the number of days for which the fee is being computed. The Unused Commitment Fee shall continue to be payable during the Term Loan FacilityOut Period. All accrued Unused Commitment Fees shall be payable quarterly in cash on the first Business Day effective date of each calendar quarter (in arrears through the last day any termination of the immediately preceding quarter) and on the Term Loan Commitment Termination Date. Notwithstanding the foregoing, unless a Default or Event obligations of Default has occurred and is continuing, the Unused Commitment Fee of the Borrowers due and payable on April 3, 2023 (for the fee accruing for the quarter ending March 31, 2023) may be paid in kind (such fee, the “Specified PIK Fee”). The Specified PIK Fee shall be deemed paid and discharged, without the taking of any further action by the Borrowers, by automatically adding such Specified PIK Fee Lenders to the principal balance of the Term Loans. After such Specified PIK Fee is added to the principal balance, such Specified PIK Fee shall be treated as principal for all purposes hereunder and shall itself bear interestmake Loans hereunder.