Common use of Unused Commitment Fee Clause in Contracts

Unused Commitment Fee. The Borrowers shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender in an amount equal to: (i) the average daily balances of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar month, 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, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent of, the Unused Commitment Fee and interest received by it on the Swing Loans, an amount equal to its pro rata share calculated as if the average daily balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving Loan Commitments of a Non-Funding Lender during the period such Lender is a Non-Funding Lender. The Unused Commitment Fee shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups for the same period.

Unused Commitment Fee. (i) The Borrowers U.S. Borrower shall pay to Agent 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%) for the account of each Revolving Lender in an amount equal to: (i) per annum on the average daily balances of amount by which the Revolving Loan Commitment of such Revolving Lender during the preceding calendar month, less (ii) Credit Commitments exceed the sum of (xA) the average daily outstanding principal balance of all the Revolving Loans held by such Revolving Lender(calculated in Dollars as described in Section 1.05), plus (yB) the average daily amount of Letter of Credit outstanding Reimbursement Obligations held by such Revolving Lender(calculated in Dollars as described in Section 1.05), plus (zC) in the case of the Swingline Lender, the average daily balance aggregate undrawn face amount of all outstanding Letters of Credit (calculated in Dollars as described in Section 1.05), plus (D) the outstanding principal amount of the Swing Loans held by (calculated in Dollars), for the period commencing on the Effective Date and ending on the Revolving Credit Termination Date, such Swingline LenderUnused Commitment Fee being payable (1) quarterly, in each casearrears, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears commencing on February 1, 2012 and the first day of each the calendar month thereafterquarter next succeeding the Closing Date and (2) on the Revolving Credit Termination Date. The Unused Commitment Fee provided in this subsection 1.9(b) shall accrue at all times from and after mutual execution and delivery For purposes of this Agreement. Following receipt determining the Pro Rata Share of the Unused Commitment Fee, Agent shall pay to Fee of each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent ofCiticorp, the Unused Commitment Fee and interest received by it on shall be calculated excluding the outstanding principal amount of the Swing Loans. (ii) Notwithstanding the foregoing, an amount equal in the event that any Lender fails to fund its Pro Rata Share of any Revolving Loan requested for a 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 pro rata share calculated as if Revolving Credit Commitment until such failure has been cured in accordance with Section 4.02(b)(v)(B) and (B) until such time, the average daily balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Lenders ratably based upon their relative Revolving Credit Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Credit Commitments of such performing Lenders exceed the sum of (1) the outstanding principal amount of the Revolving Loans and Swing Loans owing to such performing Lenders, plus (2) the outstanding Reimbursement Obligations owing to such performing Lenders, plus (3) the aggregate participation interests of such performing Lenders arising pursuant to Section 3.01(e) with respect to any Revolving Loan Commitments undrawn and outstanding Letters of a Non-Funding Lender during the period such Lender is a Non-Funding Lender. The Unused Commitment Fee shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups for the same periodCredit.

Unused Commitment Fee. The Borrowers shall Borrower agrees to pay to Agent a fee (the “Unused Commitment Fee”) Agent, for the account of each the Revolving Lender in Loan Lenders, an amount equal to: (i) unused commitment fee for the average daily balances of period from and including the Closing Date to but excluding the Revolving Loan Commitment Expiration Date, based on the aggregate amount, for each day during such period, of such the Available Revolving Lender during Loan Commitments (without taking into account outstanding Swing Line Loans), and computed at the preceding calendar month, less per annum rate equal to 0.50% (ii) or if the sum of (x1) the average daily balance aggregate principal amount of all Revolving Loans held by such Revolving Lenderoutstanding, plus (y2) the average daily amount of aggregate Letter of Credit Obligations held by Amount of all Letters of Credit outstanding and (3) the aggregate amount of unreimbursed drawings under all Letters of Credit for such Revolving Lender, plus (z) in the case day is greater than 50% of the Swingline LenderAggregate Revolving Loan Commitment, on such day, then 0.30%). The Borrower agrees to pay to the average daily balance Agent, for the account of the Delayed Draw Lenders, an unused commitment fee for the period from and including the Closing Date to but excluding the Delayed Draw Term Loan Commitment Expiration Date, based on the aggregate amount, for each day during such period, of the Available Delayed Draw Term Loan Commitments, and computed at the per annum rate equal to 0.50% (or if the aggregate principal amount of all Delayed Draw Term Loans outstanding Swing Loans held by is greater than 50% of the Aggregate Delayed Draw Term Loan Commitment, on such Swingline Lenderday, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annumthen 0.30%). Such fee unused commitment fees shall be payable monthly in installments quarterly in arrears on February 1, 2012 and the first day last Business Day of each calendar month thereafter. The Unused Commitment Fee provided in this subsection 1.9(b) shall accrue at all times from March, June, September and after mutual execution December and delivery of this Agreement. Following receipt of the Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent of, the Unused Commitment Fee and interest received by it on the Swing Loans, an amount equal to its pro rata share calculated as if the average daily balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving Loan Commitments of a Non-Funding Lender during Commitment Expiration Date or the period such Lender is a Non-Funding Lender. The Unused Delayed Draw Term Loan Commitment Fee shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based Expiration Date, as applicable, commencing on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups for the same periodMarch 31, 2021.

Unused Commitment Fee. (a) The Borrowers shall agree to pay to Agent a fee (the “Unused Commitment Fee”) Administrative Agent, for the Pro Rata account of each Revolving Lender in an amount equal to: (i) the average daily balances of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar month, 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, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than any Defaulting Lender), for the Swingline Lender with respect period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any Swing Loanscondition of Article V) from, and to the extent of, the Unused Commitment Fee and interest received by it commencing on the Swing LoansEffective Date and continuing through the Revolving Loan Commitment Termination Date, an amount unused commitment fee at the rate per annum equal to its pro rata share calculated as if 0.25% per annum on such Lender’s Percentage of the average daily balance unused portion of the Revolving Loan Commitment Amount. Such unused commitment fees shall be payable by the Borrowers in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Revolving Loan Commitment Termination Date. 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 Revolving Loan Commitment. (b) The Borrowers agree to pay to the Administrative Agent, for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to Pro Rata account of each Delayed Draw Term Lender (other than any Revolving Loan Commitments of a Non-Funding Lender during Defaulting Lender), for the period (including any portion thereof when the Delayed Draw Term Loan Commitment is suspended by reason of the Borrowers’ inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Delayed Draw Term Loan Commitment Termination Date, an unused commitment fee at the rate per annum equal to 0.25% per annum on such Lender is a Non-Funding Lender’s Percentage of the average daily unused portion of the Delayed Draw Term Loan Commitment Amount. The Unused Commitment Fee Such unused commitment fees shall be allocable among payable by the Borrower Groups (Borrowers in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based arrears on each Borrower Group’s Revolver Utilization during any period as compared to Quarterly Payment Date, commencing with the Revolver Utilization of all of first Quarterly Payment Date following the Borrower Groups for Effective Date, and on the same periodDelayed Draw Term Loan Commitment Termination Date.

Unused Commitment Fee. The Borrowers Borrower shall pay to the Administrative Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender in an accordance with its Applicable Revolving Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount equal to: by which the Revolving Facility exceeds the sum of (i) the average daily balances Outstanding Amount of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar month, less Loans and (ii) the sum Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15 (xthe “Unused Revolving Commitment Fee”). For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the Unused Revolving Commitment Fee. In addition, the Borrower shall pay to the Administrative Agent for the account of each applicable Term Lender in accordance with its Applicable Percentage of the Delayed Draw Term Loan Commitment, a commitment fee equal to the Applicable Rate times the amount of the Delayed Draw Term Loan Commitments at such time, subject to adjustment as provided in Section 2.15 (the “Unused Delayed Draw Commitment Fee”, and, together with the Unused Revolving Commitment Fee, the “Unused Commitment Fee”). The Unused Commitment Fee shall accrue at all times during (i) the average daily balance of all Availability Period with respect to the Revolving Loans held by such Revolving Lender, plus Facility and (yii) the average daily amount Delayed Draw Availability Period with respect to the Delayed Draw Term Loan Commitments, in each case, including at any time during which one or more of Letter the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of Credit Obligations held by each March, June, September and December, commencing with the first such Revolving Lenderdate to occur after the Closing Date, plus (z) and, in the case of the Swingline LenderUnused Revolving Commitment Fee, on the average daily balance last day of all outstanding Swing Loans held by such Swingline Lenderthe Availability Period or, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 case of the Unused Delayed Draw Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to last day of the extent of, the Unused Commitment Fee and interest received by it on the Swing Loans, an amount equal to its pro rata share calculated as if the average daily balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving Loan Commitments of a Non-Funding Lender during the period such Lender is a Non-Funding LenderDelayed Draw Availability Period. The Unused Commitment Fee shall be allocable among calculated quarterly in arrears, and if there is any change in the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period as compared to the Revolver Utilization of all of the Borrower Groups for the same periodduring such quarter that such Applicable Rate was in effect.

Unused Commitment Fee. (i) The Borrowers Borrower shall pay to Agent the Agent, for the account of the Revolving Lenders in accordance with their respective Revolving Loan Pro Rata Shares, a fee (the “"Unused Commitment Fee”"), accruing at the rate of one-half of one percent (0.50%) for the account of each Revolving Lender in an amount equal to: (i) per annum on the average daily balances amount by which the Revolving Credit Commitments exceed the sum of (A) the outstanding principal amount of the Revolving Loan Loans, PLUS (B) the outstanding Reimbursement Obligations, PLUS (C) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Effective Date and ending on the Revolving Credit Termination Date, such Unused Commitment Fee being payable (I) monthly, in arrears, commencing on the first day of such the calendar month next succeeding the Effective Date and (II) on the Revolving Lender during the preceding calendar month, lessCredit Termination Date. (ii) Notwithstanding the sum foregoing, in the event that any Revolving Lender fails to fund its Revolving Loan Pro Rata Share of (x) any Revolving Loan requested by the average daily balance of all Revolving Loans held by Borrower which such Revolving LenderLender is obligated to fund under the terms of this Agreement, plus (yA) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, plus (z) Lender shall not be entitled to any Unused Commitment Fees with respect to its Revolving Credit Commitment until such failure has been cured in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (iaccordance with SECTION 4.02(b)(v)(B) and (iiB) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent ofuntil such time, the Unused Commitment Fee shall accrue in favor of the Revolving Lenders which have funded their respective Revolving Loan Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Lenders ratably based upon their relative Revolving Credit Commitments, and interest received by it on the Swing Loans, an amount equal to its pro rata share shall be calculated as if based upon the average daily balance amount by which the aggregate Revolving Credit Commitments of Swing such performing Revolving Lenders exceeds the sum of (1) the outstanding principal amount of the Revolving Loans for owing to such performing Revolving Lenders, PLUS (2) the preceding calendar month had been zero. No Unused Commitment Fee shall accrue outstanding Reimbursement Obligations owing to such performing Revolving Lenders, PLUS (3) the aggregate participation interests of such performing Revolving Lenders arising pursuant to SECTION 3.01(e) with respect to any Revolving Loan Commitments undrawn and outstanding Letters of a Non-Funding Lender during the period such Lender is a Non-Funding Lender. The Unused Commitment Fee shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups for the same periodCredit.

Unused Commitment Fee. The Borrowers shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender in an amount equal to: (i) the average daily balances As of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar month, 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, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent ofEffective Date, the Unused Commitment Fee currently payable in Note C and Note D shall be adjusted in Amended and Restated Note C and in Amended and Restated Note D, respectively, as follows: (a) Amended and Restated Note C shall contain the following provision with respect to the Unused Commitment Fee: “Borrower shall pay to Lender an unused commitment fee payable in arrears with each interest received by it payment payable on an Interest Payment Date under the Swing Loansterms of this Note, in an amount equal to its pro rata share calculated (i) if the outstanding principal balance under this Note is less than or equal to fifty percent (50%) of the maximum amount available to be borrowed under this Note (initially $100,000,000, as may be reduced by any permitted prepayments of principal that may not be reborrowed), twenty (20) basis points per annum, or (ii) if the outstanding principal balance under this Note is greater than fifty percent (50%) of such maximum amount available to be borrowed under this Note, ten (10) basis points per annum, in each case times the average daily difference between such maximum amount and the actual advanced and outstanding balance of Swing Loans this Note for the immediately preceding calendar month had been zerointerest accrual period (i.e., the semiannual period). No Borrower may elect in its discretion, and Lender may elect upon the occurrence of an Event of Default as defined in the Loan Agreement, to cancel any portion of the commitment to continue to make or draw funds available under this Note. Upon any such cancellation, Borrower’s future obligation to pay any unused commitment fees that have yet to accrue will be relieved. Borrower’s obligation to pay any Unused Commitment Fee Fees that has not then accrued shall accrue cease upon the expiration of Borrower’s ability to request Subsequent Disbursements under this Note, as established in the Loan Agreement.” (b) Amended and Restated Note D shall contain the following provision with respect to any Revolving Loan Commitments of a Non-Funding Lender during the period such Lender is a Non-Funding Lender. The Unused Commitment Fee Fee: “Borrower shall pay to Lender an unused commitment fee payable in arrears with each interest payment payable on an Interest Payment Date under the terms of this Note in an amount equal to (i) if the outstanding principal balance under this Note is less than or equal to fifty percent (50%) of the maximum amount available to be borrowed under this Note, twenty (20) basis points per annum, or (ii) if the outstanding principal balance under this Note is greater than fifty percent (50%) of the maximum amount available to be borrowed under this Note, ten (10) basis points per annum, in each case times the average daily difference between the maximum available amount under this Note ($50,000,000.00) and the actual advanced and outstanding balance of this Note for the immediately preceding quarter. Borrower may elect in its discretion, and Lender may elect upon the occurrence of an Event of Default as defined in the Loan Agreement, to cancel any portion of the commitment to continue to make or draw funds available under this Note. Upon any such cancellation, Borrower’s future obligation to pay any unused commitment fees that have yet to accrue will be relieved.” Notwithstanding anything herein or in Note C or in Note D to the contrary, the provisions stated in this Section 3 to be included in Amended and Restated Note C and Amended and Restated Note D shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period apply and be effective as compared to the Revolver Utilization of all Note C and Note D as of the Borrower Groups for the same perioddate first written above.

Unused Commitment Fee. The Borrowers shall U.S. Borrower agrees to pay the following amounts with respect to Agent a fee (the “Unused Commitment Fee”) for Revolving Credit Facility and the account Stand-Alone Letter of each Revolving Lender in an amount equal toCredit Facility, as applicable: (i) to each Revolving Credit Lender, a commitment fee on the average actual daily balances of amount by which the Revolving Loan Credit Commitment of such Lender exceeds the sum of (A) the outstanding principal amount of the Dollar Equivalent of Revolving Lender during Loans held by it and (B) such Lender’s Ratable Portion of the preceding outstanding amount of the Letter of Credit Obligations from the date hereof through the Revolving Credit Termination Date at the Applicable Unused Commitment Fee Rate, payable in arrears (x) on the first Business Day of each calendar monthquarter, lesscommencing on the first such Business Day following the Closing Date and (y) on the Revolving Credit Termination Date; and AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION (ii) to each Stand-Alone Letter of Credit Participant, a commitment fee on the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender, plus (y) the average actual daily amount by which the Stand-Alone Letter of Credit Commitment of such Stand-Alone Letter of Credit Participant exceeds such Stand-Alone Letter of Credit Participant’s Ratable Portion of the outstanding amount of the Stand-Alone Letter of Credit Obligations held by such Revolving Lender, plus (z) in it from the case date hereof through the Stand-Alone Letter of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by Credit Termination Date at the Applicable Unused Commitment Fee Margin per annum. Such fee shall be Rate, payable monthly in arrears (x) on February 1, 2012 and the first day of each calendar month thereafter. The 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 Business Day of the Unused Commitment Feecalendar quarter, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent of, the Unused Commitment Fee and interest received by it commencing on the Swing Loans, an amount equal to its pro rata share calculated as if first Business Day following the average daily balance Closing Date and (y) on the Stand-Alone Letter of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving Loan Commitments of a Non-Funding Lender during the period such Lender is a Non-Funding Lender. The Unused Commitment Fee shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups for the same periodCredit Termination Date.

Unused Commitment Fee. The Borrowers shall Borrower agrees to pay in immediately available Dollars: (a) to Agent each Tranche A Lender a commitment fee on the actual daily amount by which the Revolving Credit Commitment of such Tranche A Lender exceeds such Tranche A Lender’s Ratable Portion of the sum of (i) the aggregate outstanding principal amount of Tranche A Loans and (ii) the outstanding amount of the aggregate Letter of Credit Obligations (the “Unused Tranche A Commitment Fee”) for from the account Effective Date through the Revolving Credit Termination Date at 0.375% per annum, payable in arrears (A) on the first Business Day of each calendar month, commencing on the first such Business Day following the Effective Date and (B) on the Revolving Credit Termination Date and (b) to each Tranche A-1 Lender a commitment fee on the actual daily amount by which the Revolving Credit Commitment of such Tranche A-1 Lender exceeds such Tranche A-1 Lender’s Ratable Portion of the aggregate outstanding principal amount of Tranche A-1 Loans (the “Unused Tranche A-1 Commitment Fee”) from the Effective Date through the Revolving Credit Termination Date at 0.375% per annum, payable in an amount equal to: arrears (i) on the average daily balances first Business Day of the Revolving Loan Commitment of such Revolving Lender during the preceding each calendar month, less (ii) commencing on the sum of (x) first such Business Day following 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, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) Effective Date and (ii) be less than zero, on the Revolving Credit Termination Date. Notwithstanding anything to the contrary provided in this clause (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee a), no Defaulting Lender shall be payable monthly in arrears on February 1, 2012 entitled to receive any Unused Commitment Fees for so long as it remains a Defaulting Lender and the first day amount of each calendar month thereafter. The any Unused Commitment Fee provided in this subsection 1.9(b) that otherwise would have been payable to such Lender shall accrue at all times be retained by the Borrower. For the avoidance of doubt, from and after mutual execution and delivery the date that any such Defaulting Lender ceases to be a Defaulting Lender, the accrual of this Agreement. Following receipt of the Unused Commitment Fee, Agent Fees shall resume but the Borrower shall not be required to pay to each Revolving Lender (other than the Swingline Lender a “cure” amount or any arrearage with respect to any Swing Loans) from, and to the extent of, the Unused Commitment Fee and interest received by it on the Swing Loans, an amount equal to its pro rata share calculated as if the average daily balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving Loan Commitments of a Non-Funding Lender during the period during which such Lender is was a Non-Funding Defaulting Lender. The Unused Commitment Fee shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups for the same period.

Unused Commitment Fee. The Borrowers shall Borrower agrees to pay to Agent in immediately available Dollars a commitment fee (the “Unused Commitment Fee”"UNUSED COMMITMENT FEE") for the account of each Revolving Lender in an amount equal toas follows: (i) the average daily balances of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar month, 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, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 Unused Commitment Fee, Agent shall pay to each Revolving Credit Lender (other than the Swingline Swing Loan Lender), on the actual daily amount by which the Revolving Credit Commitment of such 66 CREDIT AGREEMENT PRESTIGE BRANDS, INC. Revolving Credit Lender with respect to any Swing Loansexceeds such Lender's Ratable Portion of the sum of (A) from, the aggregate outstanding principal amount of Revolving Loans and to (B) the extent of, outstanding amount of the aggregate Letter of Credit Obligations from the date hereof through the Revolving Credit Termination Date at the Applicable Unused Commitment Fee and interest received by it Rate, payable in arrears (x) on the last Business Day of each calendar quarter, commencing on the first such Business Day following the Closing Date and (y) on the Revolving Credit Termination Date; and (ii) to the Revolving Credit Lender that is the Swing LoansLoan Lender or an Affiliate thereof, an on the actual daily amount equal to its pro rata share calculated as if by which the average daily balance Revolving Credit Commitment of such Revolving Credit Lender exceeds the sum of (A) the principal amount of the Swing Loans of Swing Loan Lender outstanding and (B) such Lender's Ratable Portion of the sum of (1) the aggregate outstanding principal amount of Revolving Loans for and (2) the preceding calendar month had been zero. No outstanding amount of the aggregate Letter of Credit Obligations from the date hereof through the Revolving Credit Termination Date at the Applicable Unused Commitment Fee shall accrue with respect to any Rate, payable in arrears (x) on the last Business Day of each calendar quarter, commencing on the first such Business Day following the Closing Date and (y) on the Revolving Loan Commitments of a Non-Funding Lender during the period such Lender is a Non-Funding Lender. The Unused Commitment Fee shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups for the same periodCredit Termination Date.

Unused Commitment Fee. Each Revolving Credit Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrowers shall pay to the Administrative Agent a fee (the “Unused Commitment Fee”) for the account of the Revolving Credit Lenders, a commitment fee (the "Commitment Fee") equal to 0.25% per annum (on the basis of actual days elapsed in a year of 360 days) 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 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 Revolving Credit Lenders, the deficiency shall be paid to the Revolving Credit Lenders by the Swingline Lender in an amount 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 Revolving Credit Lenders based upon their Revolving Credit Commitment Percentage of the aggregate Line Fee due to all Revolving Credit Lenders; provided that, for purposes of calculating the share of any Person which is both the Swingline Lender and a Revolving Credit Lender, such Person's share shall be equal to: to the difference between (i) the average daily balances of the such Person's Revolving Loan Commitment of such Revolving Lender during the preceding calendar monthCredit Commitment, less and (ii) the sum of (xA) such Person's Revolving Credit Commitment Percentage of the average daily balance of all Revolving Loans held by such Revolving Lender, plus (y) the average daily principal amount of Revolving Credit Loans then outstanding (including the principal amount of Swingline Loans then outstanding), and (B) such Person's Revolving Credit Commitment Percentage of the then Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent of, the Unused Commitment Fee and interest received by it on the Swing Loans, an amount equal to its pro rata share calculated as if the average daily balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving Loan Commitments of a Non-Funding Lender during the period such Lender is a Non-Funding Lender. The Unused Commitment Fee shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups for the same periodOutstandings.

Unused Commitment Fee. The Borrowers shall pay to Agent the Administrative Agent, for the account of the Lenders in accordance with their respective Revolving Credit Pro Rata Shares, a fee (the “"Revolving Credit Unused Commitment Fee”") accruing from the Closing Date at the Unused Commitment Fee Rate on the average amount by which the Revolving Credit Commitments exceed the Revolving Credit Obligations for the account of each Revolving Lender in an amount equal to: (i) period commencing on the average daily balances of Closing Date and ending on the Revolving Loan Commitment Credit Termination Date, the accrued portion of such Revolving Lender during the preceding calendar month, less fee being payable (iiA) 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, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lenderquarterly, in each casearrears, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafterthe immediately succeeding quarter, commencing on the first such day after the Closing Date and (B) on the Revolving Credit Termination Date (whether or not such date occurs on, before or after the Closing Date). The 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 Unused Commitment Fee, Agent Borrowers shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to European Overdraft Bank a fee accruing from the extent of, Closing Date at the Unused Commitment Fee and interest received by it Rate on the Swing Loans, an average amount equal to its pro rata share calculated as if by which the average daily balance of Swing Loans European Overdraft Commitment exceeds the European Overdraft Obligations for the preceding calendar month had been zeroperiod commencing on the Closing Date and ending on the Revolving Credit Termination Date, the accrued portion of such fee being payable (A) quarterly, in arrears, on the first day of the immediately succeeding quarter, commencing on the first such day after the Closing Date and (B) on the Revolving Credit Termination Date (whether or not such date occurs on, before or after the Closing Date). No Notwithstanding the foregoing, in the event that any Lender fails to fund its Revolving Credit Pro Rata Share of any Revolving Loan requested by any Borrower which such Lender is obligated to fund under the terms hereof, such Lender shall not be entitled to any Unused Commitment Fee shall accrue with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 3.02(b)(v)(B), and the Borrowers shall not be required to pay any Revolving Loan Commitments of a Non-Funding Lender during the period such Lender is a Non-Funding Lender. The Credit Unused Commitment Fee shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups such Lender for the same such period.

Unused Commitment Fee. Each Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrowers shall pay to the Administrative Agent a fee (the “Unused Commitment Fee”) for the account of the Lenders, a commitment fee (the "Commitment Fee") equal to 0.375% per annum (on the basis of actual days elapsed in a year of 360 days) of the average daily balance of the Unused Commitment for each Revolving day commencing on and including the Closing 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 in an amount 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 Commitment Percentage of the aggregate Line Fee due to all Lenders; provided that for purposes of calculating the share of any Person which is both the Swingline Lender and a Lender, such Person's share shall be equal to: to the difference between (i) the average daily balances of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar monthPerson's Commitment, less and (ii) the sum of (xA) such Person's Commitment Percentage of the average daily balance principal amount of all Revolving Loans held by such Revolving Lender, plus then outstanding (y) including the average daily principal amount of Swingline Loans then outstanding), and (B) such Person's Commitment Percentage of the then Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent of, the Unused Commitment Fee and interest received by it on the Swing Loans, an amount equal to its pro rata share calculated as if the average daily balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving Loan Commitments of a Non-Funding Lender during the period such Lender is a Non-Funding Lender. The Unused Commitment Fee shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups for the same periodOutstandings.

Unused Commitment Fee. Each Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrowers Borrower shall pay to the Administrative Agent for the account of the Lenders, a commitment fee (the “Unused Commitment Fee”) equal to 0.375% per annum (on the basis of actual days elapsed in a year of 360 days) of the average daily balance of the Unused Commitment for each day commencing on and including the account Closing Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any calendar month shall be payable on the first Business Day of each Revolving the immediately succeeding calendar month, 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 Borrower is insufficient to pay the Line Fee due the Lenders, the deficiency shall be paid to the Lenders by the Swingline Lender in an amount from its own funds (and the Borrower 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 Commitment Percentages of the aggregate Line Fee due to all Lenders; provided that for purposes of calculating the share of any Person which is both the Swingline Lender and a Lender, such Person’s share shall be equal to: to the difference between (i) the average daily balances of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar monthPerson’s Commitment, less and (ii) the sum of (xA) such Person’s Commitment Percentage of the average daily balance principal amount of all Revolving Loans held by such Revolving Lender, plus then outstanding (y) including the average daily principal amount of Swingline Loans then outstanding), and (B) such Person’s Commitment Percentage of the then Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent of, the Unused Commitment Fee and interest received by it on the Swing Loans, an amount equal to its pro rata share calculated as if the average daily balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving Loan Commitments of a Non-Funding Lender during the period such Lender is a Non-Funding Lender. The Unused Commitment Fee shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups for the same periodOutstandings.

Unused Commitment Fee. Each Tranche A Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrowers Loan Parties shall pay to the Administrative Agent a fee (the “Unused Commitment Fee”) for the account of the Tranche A Lenders, a commitment fee (the "Commitment Fee") equal to 0.50% per annum (on the basis of actual days elapsed in a year of 365 or 366 days, as applicable) of the average daily balance of the Unused Tranche A Commitment for each Revolving day commencing on and including the Closing Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any calendar month shall be payable on the first Business Day of the immediately succeeding calendar month, 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 Loan Parties is insufficient to pay the Line Fee due the Tranche A Lenders, the deficiency shall be paid to the Tranche A Lenders by the Swingline Lender in an amount from its own funds (and the Loan Parties 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 Tranche A Lenders based upon their pro rata share of the aggregate Line Fee due to all Tranche A Lenders; provided that for purposes of calculating the pro rata share of any Person which is both the Swingline Lender and a Tranche A Lender, such Person's share shall be equal to: to the difference between (i) the average daily balances of the Revolving Loan Commitment sum of such Revolving Lender during the preceding calendar monthPerson's Tranche A Commitment, less and (ii) the sum of (xA) such Person's Tranche A Commitment Percentage of the average daily balance of all Revolving Loans held by such Revolving Lender, plus (y) the average daily principal amount of Tranche A Loans then outstanding (including the principal amount of Swingline Loans then outstanding), and (B) such Person's Tranche A Commitment Percentage of the then Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent of, the Unused Commitment Fee and interest received by it on the Swing Loans, an amount equal to its pro rata share calculated as if the average daily balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving Loan Commitments of a Non-Funding Lender during the period such Lender is a Non-Funding Lender. The Unused Commitment Fee shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups for the same periodOutstandings.

Unused Commitment Fee. Each Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrowers Borrower shall pay to the Administrative Agent a fee (the “Unused Commitment Fee”) for the account of the Lenders, a commitment fee (the "Commitment Fee") equal to 0.375% per annum (on the basis of actual days elapsed in a year of 360 days) of the average daily balance of the Unused Commitment for each Revolving day commencing on and including the Closing Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any calendar month shall be payable on the first Business Day of the immediately succeeding calendar month, 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 Borrower is insufficient to pay the Line Fee due the Lenders, the deficiency shall be paid to the Lenders by the Swingline Lender in an amount from its own funds (and the Borrower 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 Commitment Percentages of the aggregate Line Fee due to all Lenders; provided that for purposes of calculating the share of any Person which is both the Swingline Lender and a Lender, such Person's share shall be equal to: to the difference between (i) the average daily balances of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar monthPerson's Commitment, less and (ii) the sum of (xA) such Person's Commitment Percentage of the average daily balance principal amount of all Revolving Loans held by such Revolving Lender, plus then outstanding (y) including the average daily principal amount of Swingline Loans then outstanding), and (B) such Person's Commitment Percentage of the then Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent of, the Unused Commitment Fee and interest received by it on the Swing Loans, an amount equal to its pro rata share calculated as if the average daily balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving Loan Commitments of a Non-Funding Lender during the period such Lender is a Non-Funding Lender. The Unused Commitment Fee shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups for the same periodOutstandings.

Unused Commitment Fee. The Borrowers shall Borrower agrees to pay to the Administrative Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Credit Lender under the Revolving Credit Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, an unused commitment fee equal to the Applicable Rate with respect to unused commitment fees for the Revolving Credit Facility times the actual daily amount equal to: (i) by which the average daily balances aggregate amount of the Revolving Loan Commitment of Credit Commitments for such Revolving Lender during the preceding calendar month, less (ii) Facility exceeds the sum of (xA) the average daily balance Outstanding Amount of all Revolving Credit Loans held by for such Revolving LenderFacility (for the avoidance of doubt, plus excluding Swing Line Loans) and (yB) the average daily amount Outstanding Amount of Letter of Credit L/C Obligations held by for such Revolving Lender, plus (z) in the case Facility; provided that any unused commitment fee accrued with respect to any of the Swingline Lender, the average daily balance Commitments of all outstanding Swing Loans held by such Swingline Lender, in each case, a Defaulting Lender during the preceding calendar monthperiod 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; provided, in further, that no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such unused commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereaftera Defaulting Lender. The Unused Commitment Fee provided in this subsection 1.9(b) unused commitment fee on the Revolving Credit Facility shall accrue at all times from and after mutual execution and delivery of this Agreement. Following receipt the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) fromconditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the extent ofClosing Date, and on the Maturity Date for the Revolving Credit Facility. The unused commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the Unused Commitment Fee and interest received by it on the Swing Loans, an actual daily amount equal to its pro rata share calculated as if the average daily balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving Loan Commitments of a Non-Funding Lender during the period such Lender is a Non-Funding Lender. The Unused Commitment Fee shall be allocable among computed and multiplied by the Borrower Groups (Applicable Rate separately for each period during such quarter that such Applicable Rate was in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups for the same periodeffect.

Unused Commitment Fee. (i) The Borrowers shall pay to Agent a fee (the “Unused Commitment Fee”) Administrative Agent, for the account of each the Revolving Lender Lenders in accordance with their respective Revolving Loan Pro Rata Shares, an Unused Commitment Fee, accruing on the average amount equal to: by which the Revolving Credit Commitments exceed the sum of (iA) the average daily balances outstanding principal amount of the Revolving Loan Loans, plus (B) the outstanding Reimbursement Obligations, plus (C) the aggregate undrawn face amount of all outstanding Letters of Credit, for the period commencing on the Closing Date and ending on the Revolving Credit Termination Date, such Unused Commitment Fee being payable (I) quarterly, in arrears, commencing on the first day of the calendar quarter next succeeding the Closing Date and (II) on the Revolving Credit Termination Date. During the period commencing on August 2, 2000 and ending on August 1, 2001, the rate at which the Unused Commitment Fee shall accrue and be payable shall be increased by one-fortieth of one percent (0.025%) for that portion of such Revolving Lender during the preceding calendar monthperiod in which Performance Levels 1, less2, or 3 are applicable. (ii) Notwithstanding the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lenderforegoing, plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case event that any Revolving Lender fails to fund its Revolving Loan Pro Rata Share of any Revolving Loan requested by the Swingline LenderBorrowers which such Lender is obligated to fund under the terms of this Agreement, the average daily balance of all outstanding Swing Loans held by (A) such Swingline Lender, Lender shall not be entitled to any Unused Commitment Fees with respect to its Revolving Credit Commitment until such failure has been cured in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (iaccordance with Section 4.02(b)(v)(B) and (iiB) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent ofuntil such time, the Unused Commitment Fee shall accrue in favor of the Revolving Lenders which have funded their respective Revolving Loan Pro Rata Shares of such requested Revolving Loan, shall be allocated among such performing Revolving Lenders ratably based upon their respective Revolving Credit Commitments, and interest received by it on shall be calculated based upon the (iii) The Borrowers shall pay to the Swing LoansAdministrative Agent, for the account of the Tranche C Term Lenders in accordance with their respective Tranche C Term Loan Pro Rata Shares, an amount equal to its pro rata share calculated as if the average daily balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving accruing on the Tranche C Term Loan Commitments of a Non-Funding Lender during for the period commencing on the Effective Date and ending on the Funding Date for the Tranche C Term Loans, such Lender is a Non-Funding Lender. The Unused Commitment Fee shall be allocable among being payable quarterly, in arrears, commencing on the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all first day of the Borrower Groups calendar quarter next succeeding the Effective Date and on the Funding Date for the same periodTranche C Term Loans.

Unused Commitment Fee. The Borrowers shall Borrower agrees to pay to the Agent for the account of each Lender a commitment fee (the an “Unused Commitment Fee”) for equal to the account of each Revolving Lender in an amount equal to: (i) Applicable Fee per annum on the average daily balances unused amount of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar month, less (ii) period from and including the sum of (x) date hereof to but excluding the average daily balance of all Revolving Loans held by date on which such Revolving Lender, plus (y) Commitment terminates; provided that any Unused Commitment Fee accrued with respect to the average daily amount Revolving Commitment of Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, a Defaulting Lender during the preceding calendar monthperiod 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 remains a Defaulting Lender; provided, in further, that no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent of, the Unused Commitment Fee and interest received by it on the Swing Loans, an amount equal to its pro rata share calculated as if the average daily balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to on any of the Revolving Loan Commitments of a Non-Funding Defaulting Lender during the period so long as such Lender is shall be a Non-Funding Defaulting Lender. The Accrued Unused Commitment Fee Fees shall be allocable among payable in arrears (A) on the Borrower Groups last day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and (in terms B) on the Revolving Termination Date. Unused Commitment Fees shall be computed on the basis of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Unused Commitment Fees, a Revolving Commitment of a Lender shall be deemed to be used to the Revolver Utilization of all extent of the Borrower Groups outstanding Revolving Loans and Letter of Credit Obligations of such Lender (and the Swing Loan obligations of any Lender shall be disregarded for the same periodall purposes).

Unused Commitment Fee. Each Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrowers Borrower shall pay to the Administrative Agent for the account of the Lenders, a commitment fee (the “Unused Commitment Fee”) equal to 0.25% per annum (on the basis of actual days elapsed in a year of 360 days) of the average daily balance of the Unused Commitment for each day commencing on and including the account Closing Date and ending on but excluding the Termination Date. The Commitment Fee so accrued in any calendar month shall be payable on the first Business Day of each Revolving the immediately succeeding calendar month, 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 Borrower is insufficient to pay the Line Fee due the Lenders, the deficiency shall be paid to the Lenders by the Swingline Lender in an amount from its own funds (and the Borrower 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 Commitment Percentages of the aggregate Line Fee due to all Lenders; provided that for purposes of calculating the share of any Person which is both the Swingline Lender and a Lender, such Person’s share shall be equal to: to the difference between (i) the average daily balances of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar monthPerson’s Commitment, less and (ii) the sum of (xA) such Person’s Commitment Percentage of the average daily balance principal amount of all Revolving Loans held by such Revolving Lender, plus then outstanding (y) including the average daily principal amount of Swingline Loans then outstanding), and (B) such Person’s Commitment Percentage of the then Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent of, the Unused Commitment Fee and interest received by it on the Swing Loans, an amount equal to its pro rata share calculated as if the average daily balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving Loan Commitments of a Non-Funding Lender during the period such Lender is a Non-Funding Lender. The Unused Commitment Fee shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups for the same periodOutstandings.

Unused Commitment Fee. The Borrowers shall Borrower agrees to pay to Administrative Agent a fee (the “Unused Commitment Fee”) for the account of Lenders an Unused Commitment Fee, at a rate per annum equal to the Applicable Unused Commitment 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 each Revolving Lender in an amount January, April, July and October hereafter and on the Facility Termination Date. For each quarter (or portion thereof), the Unused Commitment Fee shall be equal to: to (iA) the average daily balances Aggregate Commitment during such quarter (or portion thereof) minus (B) the Average Daily Outstandings for such quarter (or 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 Revolving Loan Unused Commitment of such Revolving Lender during Fee in the preceding calendar month, less (ii) the sum of proportion that (x) the such Lender's average daily balance of all Revolving Loans held by Unused Commitment for such Revolving Lender, plus quarter (or portion thereof) bears to (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of the Swingline Lender, the average daily balance aggregate Unused Commitments of all outstanding Swing Loans held by Lenders for such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses quarter (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annumor portion thereof). Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent of, If the Unused Commitment Fee and interest received by it is being computed for less than a full quarter, the number used in clause (D) above shall be computed on the Swing Loans, an amount equal to its pro rata share calculated as if the average a daily balance of Swing Loans basis for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving Loan Commitments number of a Non-Funding Lender during days for which the period such Lender fee is a Non-Funding Lenderbeing computed. The Unused Commitment Fee shall continue to be allocable among payable during the Borrower Groups (in terms Term Out Period. All accrued Unused Commitment Fees shall be payable on the effective date of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all termination of the Borrower Groups for the same periodobligations of Lenders to make Loans hereunder.

Unused Commitment Fee. The Borrowers shall Borrower agrees to pay to Agent in immediately available Dollars a commitment fee (the “Unused Commitment Fee”) for the account of each Revolving Lender in an amount equal toas follows: (i) the average daily balances of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar month, 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, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 Unused Commitment Fee, Agent shall pay to each Revolving Credit Lender (other than the Swingline Swing Loan Lender), on the actual daily amount by which the Revolving Credit Commitment of such Revolving Credit Lender with respect to any Swing Loansexceeds such Lender’s Ratable Portion of the sum of (A) from, the aggregate outstanding principal amount of Revolving Loans and (B) the outstanding amount of the aggregate Letter of Credit Obligations from the date hereof to the extent of, Revolving Credit Termination Date at the Applicable Unused Commitment Fee and interest received by it Rate, accruing from the date hereof until the Revolving Credit Termination Date, payable in arrears (x) on the Swing Loanslast Business Day of each calendar quarter, an amount equal to its pro rata share calculated as if commencing on the average daily balance of Swing Loans for first such Business Day following the preceding calendar month had been zero. No Closing Date and (y) on the Revolving Credit Termination Date; provided, however, that no Unused Commitment Fee shall accrue with respect to any the Revolving Loan Commitments Credit Commitment of a Non-Funding Defaulting Lender during the any period such Lender that it is a Non-Funding Defaulting Lender until such time as such failure has been cured (as determined by the Administrative Agent and the Borrower); and (ii) to the Revolving Credit Lender that is the Swing Loan Lender or an Affiliate thereof, on the actual daily amount by which the Revolving Credit Commitment of such Revolving Credit Lender exceeds the sum of (A) the principal amount of the Swing Loans of the Swing Loan Lender outstanding and (B) such Lender. The ’s Ratable Portion of the sum of (1) the aggregate outstanding principal amount of Revolving Loans and (2) the outstanding amount of the aggregate Letter of Credit Obligations from the date hereof to the Revolving Credit Termination Date at the Applicable Unused Commitment Fee shall be allocable among Rate, accruing from the Borrower Groups date hereof until the Revolving Credit Termination Date, payable in arrears (in terms x) on the last Business Day of which Borrower Group is primarily liable thereforeach calendar quarter, commencing on the first such Business Day following the Closing Date and (y) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups for the same periodRevolving Credit Termination Date.

Unused Commitment Fee. Each Revolving Lender shall be paid the Line Fee at the times and in the manner set forth below. The Borrowers shall pay to the Administrative Agent a fee (the “Unused Commitment Fee”) for the account of the Revolving Lenders, a commitment fee (the "COMMITMENT FEE") equal to 0.375% per annum (on the basis of actual days elapsed in a year of 360 days) 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 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 Revolving Lenders, the deficiency shall be paid to the revolving Lenders by the Swingline Lender in an amount 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 Revolving 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 Revolving Lender, such Person's share shall be equal to: to the difference between (i) the average daily balances of the Revolving Loan Commitment sum of such Person's Revolving Lender during the preceding calendar monthCommitment, less and (ii) the sum of (xA) such Person's Revolving Commitment Percentage of the average daily balance principal amount of all Revolving Loans held by such Revolving Lender, plus then outstanding (y) including the average daily principal amount of Swingline Loans then outstanding), and (B) such Person's Revolving Commitment Percentage of the then Letter of Credit Obligations held by such Revolving Lender, plus (z) in the case of the Swingline Lender, the average daily balance of all outstanding Swing Loans held by such Swingline Lender, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (i) and (ii) be less than zero, (iii) multiplied by the Applicable Unused Fee Margin per annum. Such fee shall be payable monthly in arrears on February 1, 2012 and the first day of each calendar month thereafter. The 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 Unused Commitment Fee, Agent shall pay to each Revolving Lender (other than the Swingline Lender with respect to any Swing Loans) from, and to the extent of, the Unused Commitment Fee and interest received by it on the Swing Loans, an amount equal to its pro rata share calculated as if the average daily balance of Swing Loans for the preceding calendar month had been zero. No Unused Commitment Fee shall accrue with respect to any Revolving Loan Commitments of a Non-Funding Lender during the period such Lender is a Non-Funding Lender. The Unused Commitment Fee shall be allocable among the Borrower Groups (in terms of which Borrower Group is primarily liable therefor) by Agent in its Permitted Discretion based on each Borrower Group’s Revolver Utilization during any period as compared to the Revolver Utilization of all of the Borrower Groups for the same periodOutstandings.