Common use of Unused Fee Clause in Contracts

Unused Fee. From and after the Closing Date, and during such times in which the Borrower does not have two (2) Investment Grade Ratings (and clause (a) of the definition of “Applicable Percentage” shall be applicable), the Borrower agrees to pay the Administrative Agent for the ratable benefit of the Lenders an unused fee (the “Unused Fee”) for each calendar quarter (or portion thereof) in an amount equal to (a) 0.35% (or 0.50% to the extent that as of the beginning of any day, the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) is less than 50% of the Aggregate Revolving Commitments), multiplied by (b) the amount by which the Aggregate Revolving Commitments exceed the sum of the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) as of the beginning of such day. To the extent applicable, the Unused Fee shall accrue at all times during the Commitment Period (and thereafter so long as Revolving Obligations shall remain outstanding), including periods during which the conditions to Extensions of Credit in Section 4.02 may not be met, and shall be payable quarterly in arrears on the last day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Termination Date (and, if applicable, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii), (i) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii) any Unused Fee accrued with respect to the 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 a Defaulting Lender. The Administrative Agent shall distribute the Unused Fee to the Lenders pro rata in accordance with the respective Revolving Commitments of the Lenders.

Unused Fee. From and after At all times during the Closing DateAvailability Period, and including at any time during such times in which the Borrower does not have two (2) Investment Grade Ratings (and clause (a) one or more of the definition of “Applicable Percentage” shall be applicable)conditions in Article IV is not met, the Borrower agrees shall pay to pay the Administrative Agent Agent, for the ratable benefit account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, (i) prior to the Lenders Investment Grade Pricing Effective Date, an unused line fee (the “Unused Fee”) for each calendar quarter (or portion thereof) in an amount equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (ax) 0.35% the Outstanding Amount of Revolving Credit Loans and (or 0.50% y) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17 and (ii) at all times on and after the Investment Grade Pricing Effective Date, a facility fee (the “Facility Fee”) equal to the extent that as Ratings-Based Applicable Rate times the actual daily amount of the beginning Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Total Revolving Credit Outstandings), regardless of any dayusage, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) is less than 50% Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments), multiplied by (b) the amount by which the Aggregate Revolving Commitments exceed the sum Credit Facility for purposes of the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) as of the beginning of such day. To the extent applicable, determining the Unused Fee shall accrue at all times during the Commitment Period Fee. Accrued Unused Fees pursuant to clause (i) above and thereafter so long as Revolving Obligations shall remain outstanding), including periods during which the conditions accrued Facility Fees pursuant to Extensions of Credit in Section 4.02 may not be met, and clause (ii) above shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Restatement Effective Date, and on the Termination Date (andlast day of the Availability Period. The Unused Fee and Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate or the Ratings-Based Applicable Rate, as applicable, thereafter on demand); providedduring any quarter, that, pursuant to Section 2.15(a)(iii), (i) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender actual daily amount shall be a Defaulting Lender computed and (ii) any Unused Fee accrued with respect to the 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 multiplied by the Borrower so long Applicable Fee Rate or the Ratings-Based Applicable Rate, as the case may be, separately for each period during such Lender shall be a Defaulting Lender. The Administrative Agent shall distribute the Unused quarter that such Applicable Fee to the Lenders pro rata Rate or Ratings-Based Applicable Rate was in accordance with the respective Revolving Commitments of the Lenderseffect.

Unused Fee. From At all times from and after the Closing Date and prior to the Investment Grade Pricing Effective Date, and during such times in which the Borrower does not have two (2) Investment Grade Ratings (and clause (a) of the definition of “Applicable Percentage” shall as may be applicable), the Borrower agrees shall pay to pay the Administrative Agent for the ratable benefit account of the Lenders each Lender in accordance with its Revolving Commitment Percentage, an unused fee (the “Unused Fee”) for each calendar quarter (or portion thereof) in an amount equal to the product of (ax) 0.35% (or 0.50% to the extent that as of the beginning of any day, the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) is less than 50% of the Aggregate Revolving Commitments)Unused Fee Rate, multiplied by (by) the actual daily amount by which the Aggregate Revolving Commitments exceed exceeds the sum of (i) the Outstanding Amount of Revolving Obligations Loans plus (excluding ii) the amount Outstanding Amount of any then-outstanding Swing Line Loans) Letter of Credit Obligations, subject to adjustments as of the beginning of such dayprovided in Section 2.16. To the extent applicable, the The Unused Fee shall accrue at all such times (prior to any Investment Grade Pricing Effective Date) during the Revolving Commitment Period (and thereafter so long as Revolving Obligations shall remain outstanding)Period, including periods at any time during which one or more of the conditions to Extensions of Credit in Section 4.02 may 5 is not be met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date Date; provided that (and, if applicable, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii), (i1) no Unused Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii2) any Unused Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Administrative Agent shall distribute As and when applicable hereunder, the Unused Fee to shall be calculated quarterly in arrears, and if there is any change in the Lenders pro rata Unused Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Unused Fee Rate separately for each period during such quarter that such Unused Fee Rate was in accordance with effect. For purposes hereof and the respective Revolving Commitments calculation of the Lendersapplicable Usage Percentage, Swingline Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitments.

Unused Fee. (i) From and after the Closing Date, and during such times in which the Borrower does not have two (2) Investment Grade Ratings (and clause (a) of the definition of “Applicable Percentage” shall be applicable), the Borrower agrees Borrowers agree to pay the Administrative Agent for the ratable benefit of the Revolving Lenders an unused fee (the “Unused Fee”) for each calendar quarter (or portion thereof) in an amount equal to (a) 0.35% (or 0.50% to the extent that as of the beginning of any day, the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) is less than 50% of the Aggregate Revolving Commitments), multiplied by (b) the amount by which the Aggregate Revolving Commitments exceed the sum of the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) as of the beginning of Daily Unused Fees incurred during such dayperiod. To the extent applicable, the The Unused Fee shall accrue at all times during the Revolving Commitment Period (and thereafter so long as Revolving Obligations shall remain outstanding)Period, including periods during which the conditions to Extensions of Credit in Section 4.02 may not be met, and shall be payable quarterly in arrears on the last day Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, Date and on the Termination Revolving Loan Maturity Date (and, if applicable, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii), that (i) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii) any Unused Fee accrued with respect to the 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 Borrowers so long as such Lender shall be a Defaulting Lender. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments. The Administrative Agent shall distribute the Unused Fee to the Revolving Lenders pro rata in accordance with the respective Revolving Commitments of the Revolving Lenders. (ii) During the Term Loan Commitment Period, the Borrowers agree to pay the Administrative Agent for the ratable benefit of the Term Loan Lenders on the last day of the Term Loan Commitment Period an unused fee (the “Term Loan Unused Fee”) in an amount equal to (y) 0.50% multiplied by (z) the actual daily amount of the unused Term Loan Commitments during the Term Loan Commitment Period; provided, that (i) no Term Loan Unused Fee shall accrue on the Term Loan Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii) any Term Loan Unused Fee accrued with respect to the Term Loan 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 Borrowers so long as such Lender shall be a Defaulting Lender. The Administrative Agent shall distribute the Term Loan Unused Fee to the Term Loan Lenders pro rata in accordance with the respective Revolving Term Loan Commitments of the Term Loan Lenders.

Unused Fee. From and after the Closing Date, and during such times in which the The Borrower does not have two (2) Investment Grade Ratings (and clause (a) of the definition of “Applicable Percentage” shall be applicable), the Borrower agrees pay to pay the Administrative Agent for the ratable benefit account of the Lenders each Lender with a Revolving Credit Commitment in accordance with its pro rata share thereof (i.e., according to such Lender’s Applicable Revolving Credit Percentage) an unused commitment fee (the “Unused Fee”) for each calendar quarter (or portion thereof) the period commencing on the Closing Date in an amount equal to the product of (ai) 0.35% the Applicable Rate times (or 0.50% to ii) the extent that as actual daily amount by which the Revolving Credit Facility exceeds the sum of the beginning of any day, (x) the Outstanding Amount of Revolving Obligations Credit Loans plus (excluding the amount of any then-outstanding Swing Line Loansy) is less than 50% of the Aggregate Revolving Commitments), multiplied by (b) the amount by which the Aggregate Revolving Commitments exceed the sum of the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) as of the beginning of such dayL/C Obligations. To the extent applicable, the The Unused Fee shall accrue at all times during the Commitment Availability Period (and thereafter so long as with respect to the Revolving Obligations shall remain outstanding)Credit Commitments, including periods at any time after the Closing Date during which one or more of the applicable conditions to Extensions of Credit in Section 4.02 may Article IV is not be met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the Closing Date, and on the Termination Date (andMaturity Date. The Unused Fee shall be calculated quarterly in arrears, and if applicablethere is any change in the Applicable Percentage during any quarter, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii)the actual daily amount shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect. For purposes hereof, (i) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender L/C Obligations shall be a Defaulting Lender counted toward and considered as usage of the Revolving Credit Facility and (ii) any Unused Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Swing Line Loans shall not be payable by the Borrower so long counted toward or be considered as such Lender shall be a Defaulting Lender. The Administrative Agent shall distribute the Unused Fee to the Lenders pro rata in accordance with the respective Revolving Commitments usage of the LendersRevolving Credit Facility.

Unused Fee. From and after the Closing Date, and during such times in which the The Borrower does not have two (2) Investment Grade Ratings (and clause (a) of the definition of “Applicable Percentage” shall be applicable), the Borrower agrees pay to pay the Administrative Agent for the ratable benefit account of the Lenders each Lender with a Revolving Credit Commitment in accordance with its pro rata share thereof (i.e., according to such Lender’s Applicable Revolving Credit Percentage) an unused commitment fee (the “Unused Fee”) for each calendar quarter (or portion thereof) the period commencing on the Commitment Effective Date in an amount equal to the product of (ai) 0.35% the Applicable Rate times (or 0.50% to ii) the extent that as actual daily amount by which the Revolving Credit Facility exceeds the sum of the beginning of any day, (x) the Outstanding Amount of Revolving Obligations Loans plus (excluding the amount of any then-outstanding Swing Line Loansy) is less than 50% of the Aggregate Revolving Commitments), multiplied by (b) the amount by which the Aggregate Revolving Commitments exceed the sum of the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) as of the beginning of such dayL/C Obligations. To the extent applicable, the The Unused Fee shall accrue at all times during the Commitment Availability Period (and thereafter so long as with respect to the Revolving Obligations shall remain outstanding)Credit Commitments, including periods at any time after the Commitment Effective Date during which one or more of the applicable conditions to Extensions of Credit in Section 4.02 may Article IV is not be met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the Closing Commitment Effective Date, and on the Termination Date (andMaturity Date. The Unused Fee shall be calculated quarterly in arrears, and if applicablethere is any change in the Applicable Percentage during any quarter, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii)the actual daily amount shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect. For purposes hereof, (i) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender L/C Obligations shall be a Defaulting Lender counted toward and considered as usage of the Revolving Credit Facility and (ii) any Unused Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Swing Line Loans shall not be payable by the Borrower so long counted toward or be considered as such Lender shall be a Defaulting Lender. The Administrative Agent shall distribute the Unused Fee to the Lenders pro rata in accordance with the respective Revolving Commitments usage of the LendersRevolving Credit Facility.

Unused Fee. From Subject to Sections 7.1(a) and after 7.1(b), during the Closing DateCommitment Period, and during the Lessee agrees to pay or to cause to be paid to the Agent monthly on the last Business Day of each calendar month or such times in which other date as agreed with the Borrower does not have two (2) Investment Grade Ratings (and clause Agent (a) for the account of the definition of “Applicable Percentage” shall be applicable), the Borrower agrees to pay the Administrative Agent for the ratable benefit of the Credit Lenders an unused fee (the “Credit Lender Unused Fee”), calculated as the Available Credit Loan Commitment multiplied by the Applicable Percentage allocated by the Agent ratably among the Credit Lenders based on the Available Credit Loan Commitment of each Credit Lender; (b) for the account of the Mortgage Lenders an unused fee (the “Mortgage Lender Unused Fee”) calculated as the Available Mortgage Loan Commitment multiplied by the Applicable Percentage allocated by the Agent ratably among the Mortgage Lenders based on the Available Mortgage Loan Commitment of each Mortgage Lender; and (c) for each calendar quarter the account of the Lessor an unused fee (or portion thereof) in an amount equal the “Lessor Unused Fee”), calculated as the Available Lessor Commitment multiplied by the Applicable Percentage allocated by the Agent to the Lessor. Notwithstanding the foregoing provisions of this Section 7.4: (a) 0.35% No Defaulting Credit Lender shall be entitled to receive any Credit Lender Unused Fee for any period during which that Credit Lender is a Defaulting Credit Lender (and the Lessee shall not be required to pay or 0.50% to the extent cause to be paid any such fee that as of the beginning of any day, the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) is less than 50% of the Aggregate Revolving Commitmentsotherwise would have been required to have been paid to that Defaulting Credit Lender), multiplied by . (b) No Defaulting Mortgage Lender shall be entitled to receive any Mortgage Lender Unused Fee for any period during which that Mortgage Lender is a Defaulting Mortgage Lender (and the amount by which Lessee shall not be required to pay or to cause to be paid any such fee that otherwise would have been required to have been paid to that Defaulting Mortgage Lender). (c) With respect to any Credit Lender Unused Fee required to be paid to any Defaulting Credit Lender pursuant to clause (a) above, the Aggregate Revolving Commitments exceed the sum of the Outstanding Amount of Revolving Obligations Borrower shall (excluding the amount i) pay to each Non-Defaulting Credit Lender that portion of any thensuch fee otherwise payable to the Defaulting Credit Lender with respect to the Defaulting Credit Lender’s Loans that have been reallocated to a Non-outstanding Swing Line Loans) as of the beginning of such day. To the extent applicable, the Unused Fee shall accrue at all times during the Commitment Period (and thereafter so long as Revolving Obligations shall remain outstanding), including periods during which the conditions to Extensions of Defaulting Credit in Section 4.02 may not be met, and shall be payable quarterly in arrears on the last day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Termination Date (and, if applicable, thereafter on demand); provided, that, Lender pursuant to Section 2.15(a)(iii)2.3(c)(i)(C) of the Credit Loan Agreement, (i) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii) not be required to pay the remaining amount of any such fee. (d) With respect to any Mortgage Lender Unused Fee accrued not required to be paid to any Defaulting Mortgage Lender pursuant to clause (b) above, the Borrower shall (i) pay to each Non-Defaulting Mortgage Lender that portion of any such fee otherwise payable to the Defaulting Mortgage Lender with respect to the Commitment Defaulting Mortgage Lender’s Loans that have been reallocated to a Non-Defaulting Mortgage Lender pursuant to Section 2.3(c)(i)(C) of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender Mortgage Loan Agreement, and unpaid at such time shall (ii) not be payable by required to pay the Borrower so long as remaining amount of any such Lender shall be a Defaulting Lender. The Administrative Agent shall distribute the Unused Fee to the Lenders pro rata in accordance with the respective Revolving Commitments of the Lendersfee.

Unused Fee. From and after At all times during the Closing DateAvailability Period, and including at any time during such times in which the Borrower does not have two (2) Investment Grade Ratings (and clause (a) one or more of the definition of “Applicable Percentage” shall be applicable)conditions in Article IV is not met, the Borrower agrees shall pay to pay the Administrative Agent Agent, for the ratable benefit account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, (i) prior to the Lenders Investment Grade Pricing Effective Date, an unused line fee (the “Unused Fee”) for each calendar quarter (or portion thereof) in an amount equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (ax) 0.35% (or 0.50% to the extent that as of the beginning of any day, the Outstanding Amount of Revolving Obligations Credit Loans and (excluding the amount of any then-outstanding Swing Line Loansy) is less than 50% of the Aggregate Revolving Commitments), multiplied by (b) the amount by which the Aggregate Revolving Commitments exceed the sum of the Outstanding Amount of Revolving Obligations L/C Obligations, subject to adjustment as provided in Section 2.17 and (excluding the amount of any then-outstanding Swing Line Loansii) as of the beginning of such day. To the extent applicable, the Unused Fee shall accrue at all times during on and after the Commitment Period Investment Grade Pricing Effective Date, a facility fee (and thereafter so long as the “Facility Fee”) equal to the Ratings-Based Applicable Rate times the actual daily amount of the Revolving Obligations shall remain outstandingCredit Facility (or, if the Revolving Credit Facility has terminated, on the Total Revolving Credit Outstandings), including periods during which the conditions regardless of usage, subject to Extensions of Credit adjustment as provided in Section 4.02 may not be met, 2.17. Accrued Unused Fees pursuant to clause (i) above and accrued Facility Fees pursuant to clause (ii) above shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Restatement Effective Date, and on the Termination Date (andlast day of the Availability Period. The Unused Fee and Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate or the Ratings-Based Applicable Rate, as applicable, thereafter on demand); providedduring any quarter, that, pursuant to Section 2.15(a)(iii), (i) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender actual daily amount shall be a Defaulting Lender computed and (ii) any Unused Fee accrued with respect to the 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 multiplied by the Borrower so long Applicable Fee Rate or the Ratings-Based Applicable Rate, as the case may be, separately for each period during such Lender shall be a Defaulting Lender. The Administrative Agent shall distribute the Unused quarter that such Applicable Fee to the Lenders pro rata Rate or Ratings-Based Applicable Rate was in accordance with the respective Revolving Commitments of the Lenderseffect.

Unused Fee. From and after the Closing Date, Date and during such times in which the Borrower does not have two (2) Investment Grade Ratings (and clause (a) of the definition of “Applicable Percentage” shall be applicable), the Borrower agrees to pay the Administrative Agent for the ratable benefit of the Lenders an unused fee (the “Unused Fee”) for each calendar quarter (or portion thereof) in an amount equal to (a) 0.25% per annum (or 0.35% (or 0.50% per annum to the extent that as of the beginning of any day, the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) is equal to or less than 50% of the Aggregate Revolving Commitments), multiplied by (b) the amount by which the Aggregate Revolving Commitments exceed the sum of the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) as of the beginning of such day. To the extent applicable, the The Unused Fee shall accrue at all times during the Revolving Commitment Period when clause (and thereafter so long as Revolving Obligations a) of the definition of “Applicable Percentage” shall remain outstanding)be applicable, including periods during which the conditions to Extensions of Credit in Section 4.02 may not be met, and shall be payable quarterly in arrears on the last day Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, Date and on the Termination Revolving Loan Maturity Date (and, if applicable, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii), that (i) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii) any Unused Fee accrued with respect to the 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 a Defaulting Lender. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments. The Administrative Agent shall distribute the Unused Fee to the Lenders pro rata in accordance with the respective Revolving Commitments of the Lenders.

Unused Fee. From PRA shall pay to the Administrative Agent, (i) for the account of each Domestic Revolving A Lender in accordance with its Applicable Percentage, an unused line fee at a rate per annum equal to the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Domestic Revolving A Commitments exceed the sum of (y) the Outstanding Amount of Domestic Revolving A Loans and after (z) the Closing DateOutstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15, and during such (ii) for the account of each Multi Currency Revolving B Lender in accordance with its Applicable Percentage, an unused line fee at a rate per annum equal to the product of (A) the Applicable Rate times in (B) the actual daily amount by which the Borrower does not have two Aggregate Multi Currency Revolving B Commitments exceed the Outstanding Amount of Multi Currency Revolving B Loans (2the fee payable pursuant to clauses (i) Investment Grade Ratings and (and clause (a) of the definition of “Applicable Percentage” shall be applicableii), the Borrower agrees to pay the Administrative Agent for the ratable benefit of the Lenders an unused fee (the “Unused Fee”) for each calendar quarter (or portion thereof) in an amount equal to (a) 0.35% (or 0.50% to the extent that as of the beginning of any day, the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) is less than 50% of the Aggregate Revolving Commitments), multiplied by (b) the amount by which the Aggregate Revolving Commitments exceed the sum of the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) as of the beginning of such day. To the extent applicable, the The Unused Fee shall accrue at all times during the Commitment Period (and thereafter so long as Revolving Obligations shall remain outstanding)Availability Period, including periods at any time during which one or more of the conditions to Extensions of Credit in Section 4.02 may Article V is not be met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Termination Date (and, if applicable, thereafter on demand)Maturity Date; provided, that, pursuant to Section 2.15(a)(iii), that (iA) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (iiB) any Unused Fee accrued with respect to the 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 PRA so long as such Lender shall be a Defaulting Lender. The Administrative Agent shall distribute the Unused Fee to shall be calculated quarterly in arrears, and if there is any change in the Lenders pro rata Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in accordance with effect. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the respective Revolving Commitments unused portion of the LendersAggregate Domestic Revolving A Commitments.

Unused Fee. From Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and after (ii) that the Closing Date, and during such times in which the Borrower does not have two (2) Investment Grade Ratings (and Applicable Rate is determined pursuant to clause (a) of the definition of “Applicable Percentage” shall be applicable)Rate, the Borrower agrees pay to pay the Administrative Agent for the ratable benefit account of the Lenders each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof), an unused fee (the “Revolving Unused Fee”) for each calendar quarter (or portion thereof) in an amount equal to (a) 0.35% (or 0.50% to the extent that Revolving Unused Rate times the actual daily amount by which the Revolving Credit Facility exceeds the Outstanding Amount of Revolving Credit Loans as of such date, subject to adjustment as provided in Section 2.17. For the beginning avoidance of any daydoubt, the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) is less than 50% Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments), multiplied by (b) Credit Commitments for purposes of determining the amount by which the Aggregate Revolving Commitments exceed the sum of the Outstanding Amount of Unused Fee. The Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) as of the beginning of such day. To the extent applicable, the Unused Fee shall accrue at all times during the Commitment Period (and thereafter so long as term of this Agreement at which there exist any Revolving Obligations shall remain outstanding)Credit Commitments, including periods at any time during which one or more of the conditions to Extensions in Article V is not met. The Revolving Unused Fee shall be calculated for each calendar quarter in arrears, based on the applicable daily Revolving Unused Rate during each day of Credit in Section 4.02 may not be met, such calendar quarter or portion thereof and shall be due and payable quarterly in arrears on the last fifth day of each MarchJanuary, JuneApril, September July and DecemberOctober (or the next succeeding Business Day if such day is not a Business Day), commencing on January 5, 2018 (with the first such date initial payment to occur after include such fees commencing from the Closing Date), and on the Termination Maturity Date (and, if applicable, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii), (i) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii) any Unused Fee accrued with respect to the 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 a Defaulting Lender. The Administrative Agent shall distribute the Unused Fee to the Lenders pro rata in accordance with the respective Revolving Commitments of the LendersCredit Facility.

Unused Fee. From and after the Closing Date, and during such times in which the Borrower does not have two (2i) Investment Grade Ratings (and clause (a) of the definition of “Applicable Percentage” The Company shall be applicable), the Borrower agrees pay to pay the Administrative Agent for the ratable benefit account of each Three-Year Lender (subject to the provisions of Section 2.25) in accordance with its Applicable Percentage of the Lenders Three-Year Facility, an unused fee (the “Unused Fee”) for each calendar quarter (or portion thereof) in an amount CHF equal to (a) 0.35% (or 0.50% to the extent that as of Applicable Rate times the beginning of any day, the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) is less than 50% of the Aggregate Revolving Commitments), multiplied by (b) the actual daily amount by which the Aggregate Revolving Three-Year Commitments exceed the sum outstanding principal amount of the Outstanding Amount of Revolving Obligations (excluding Three-Year Loans during the amount of any then-outstanding Swing Line Loans) Availability Period, subject to adjustment as of the beginning of such dayprovided in Section 2.25. To the extent applicable, the Unused Fee The unused fee shall accrue at all times during the Commitment Availability Period (and thereafter so long as Revolving Obligations shall remain outstanding)for the Three-Year Facility, including periods at any time during which one or more of the conditions to Extensions of Credit in Section 4.02 may Article IV is not be met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and Decembercalendar quarter during the Availability Period for the Three-Year Facility, commencing with the first such date to occur after the Closing DateJune 30, and on the Termination Date (2024, and, if applicablethe last day of the Availability Period is not the last Business Day of a calendar quarter, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii), (i) no Unused Fee shall accrue then on the Commitment last Business Day of a Defaulting Lender so long as such Lender the calendar quarter in which the Availability Period for the Three-Year Facility ends. The unused fee shall be a Defaulting Lender calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. (ii) any Unused Fee accrued with respect The Company shall pay to the Commitment Administrative Agent for the account of a Defaulting each Five-Year Lender during the period prior (subject 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. The Administrative Agent shall distribute the Unused Fee to the Lenders pro rata provisions of Section 2.25) in accordance with the respective Revolving Commitments its Applicable Percentage of the LendersFive-Year Facility, an unused fee in CHF equal to the Applicable Rate times the actual daily amount by which the Five-Year Commitments exceed the outstanding principal amount of the Five-Year Loans during the Availability Period, subject to adjustment as provided in Section 2.25. The unused fee shall accrue at all times during the Availability Period for the Five-Year Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during the Availability Period for the Five-Year Facility, commencing with June 30, 2024, and, if the last day of the Availability Period is not the last Business Day of a calendar quarter, then on the last Business Day of the calendar quarter in which the Availability Period for the Five-Year Facility ends. The unused fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Unused Fee. From and after the Closing Date, and during such times in which the The Borrower does not have two (2) Investment Grade Ratings (and clause (a) of the definition of “Applicable Percentage” shall be applicable), the Borrower agrees pay to pay the Administrative Agent for the ratable benefit account of the Lenders each Lender in accordance with its Revolving Commitment Percentage, an unused fee (the “Unused Fee”) for each calendar quarter (or portion thereof) in an amount equal to the product of (ax) 0.35% (or 0.50% to the extent that as of the beginning of any day, the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) is less than 50% of the Aggregate Revolving Commitments)Unused Fee Rate, multiplied by (by) the actual daily amount by which the Aggregate Revolving Commitments exceed exceeds the sum of (i) the Outstanding Amount of Revolving Obligations Loans plus (excluding ii) the amount Outstanding Amount of any then-outstanding Swing Line Loans) Letter of Credit Obligations, subject to adjustments as of the beginning of such dayprovided in Section 2.16. To the extent applicable, the The Unused Fee shall accrue at all times during the Revolving Commitment Period (and thereafter so long as Revolving Obligations shall remain outstanding)Period, including periods at any time during which one or more of the conditions to Extensions of Credit in Section 4.02 may 5 is not be met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date Date; provided that (and, if applicable, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii), (i1) no Unused Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii2) any Unused Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Administrative Agent Unused Fee shall distribute be calculated quarterly in arrears, and if there is any change in the Unused Fee to Rate during any quarter, the Lenders pro rata actual daily amount shall be computed and multiplied by the Unused Fee Rate separately for each period during such quarter that such Unused Fee Rate was in accordance with effect. For purposes hereof and the respective Revolving Commitments calculation of the Lendersapplicable Usage Percentage, Swingline Loans shall not be counted toward or be considered as usage of the Aggregate Revolving Commitments.

Unused Fee. From and after At all times during the Closing DateAvailability Period, and including at any time during such times in which the Borrower does not have two (2) Investment Grade Ratings (and clause (a) one or more of the definition of “Applicable Percentage” shall be applicable)conditions in Article IV is not met, the Borrower agrees shall pay to pay the Administrative Agent Agent, for the ratable benefit account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, (i) prior to the Lenders Investment Grade Pricing Effective Date, an unused line fee (the “Unused Fee”) for each calendar quarter (or portion thereof) in an amount equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (ax) 0.35% (or 0.50% to the extent that as of the beginning of any day, the Outstanding Amount of Revolving Obligations Credit Loans and (excluding the amount of any then-outstanding Swing Line Loansy) is less than 50% of the Aggregate Revolving Commitments), multiplied by (b) the amount by which the Aggregate Revolving Commitments exceed the sum of the Outstanding Amount of Revolving Obligations L/C Obligations, subject to adjustment as provided in Section 2.17 and (excluding the amount of any then-outstanding Swing Line Loansii) as of the beginning of such day. To the extent applicable, the Unused Fee shall accrue at all times during on and after the Commitment Period Investment Grade Pricing Effective Date, a facility fee (and thereafter so long as the “Facility Fee”) equal to the Ratings-Based Applicable Rate times the actual daily amount of the Revolving Obligations shall remain outstandingCredit Facility (or, if the Revolving Credit Facility has terminated, on the Total Revolving Credit Outstandings), including periods during which the conditions regardless of usage, subject to Extensions of Credit adjustment as provided in Section 4.02 may not be met, 2.17. Accrued Unused Fees pursuant to clause (i) above and accrued Facility Fees pursuant to clause (ii) above shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Restatement Effective Date, and on the Termination Date (and, if applicable, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii), (i) no last day of the Availability Period. The Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender and Facility Fee shall be a Defaulting Lender calculated quarterly in arrears, and (ii) if there is any Unused Fee accrued with respect to the 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 a Defaulting Lender. The Administrative Agent shall distribute the Unused Fee to the Lenders pro rata change in accordance with the respective Revolving Commitments of the Lenders.the

Unused Fee. From and after At all times during the Closing DateAvailability Period, and including at any time during such times in which the Borrower does not have two (2) Investment Grade Ratings (and clause (a) one or more of the definition of “Applicable Percentage” shall be applicable)conditions in Article IV is not met, the Borrower agrees shall pay to pay the Administrative Agent Agent, for the ratable benefit account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, (i) prior to the Lenders Investment Grade Pricing Effective Date, an unused line fee (the “Unused Fee”) for each calendar quarter (or portion thereof) in an amount equal to the Applicable Fee Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (ax) 0.35% (or 0.50% to the extent that as of the beginning of any day, the Outstanding Amount of Revolving Obligations Credit Loans and (excluding the amount of any then-outstanding Swing Line Loansy) is less than 50% of the Aggregate Revolving Commitments), multiplied by (b) the amount by which the Aggregate Revolving Commitments exceed the sum of the Outstanding Amount of Revolving Obligations L/C Obligations, subject to adjustment as provided in Section 2.17 and (excluding the amount of any then-outstanding Swing Line Loansii) as of the beginning of such day. To the extent applicable, the Unused Fee shall accrue at all times during on and after the Commitment Period Investment Grade Pricing Effective Date, a facility fee (and thereafter so long as the “Facility Fee”) equal to the Ratings-Based Applicable Rate times the actual daily amount of the Revolving Obligations shall remain outstandingCredit Facility (or, if the Revolving Credit Facility has terminated, on the Total Revolving Credit Outstandings), including periods during which the conditions regardless of usage, subject to Extensions of Credit adjustment as provided in Section 4.02 may not be met, 2.17. Accrued Unused Fees pursuant to clause (i) above and accrued Facility Fees pursuant to clause (ii) above shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Restatement Effective Date, and on the Termination Date (andlast day of the Availability Period. 67 1" = "1" "US 170437103" "" US 170437103 The Unused Fee and Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate or the Ratings-Based Applicable Rate, as applicable, thereafter on demand); providedduring any quarter, that, pursuant to Section 2.15(a)(iii), (i) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender actual daily amount shall be a Defaulting Lender computed and (ii) any Unused Fee accrued with respect to the 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 multiplied by the Borrower so long Applicable Fee Rate or the Ratings-Based Applicable Rate, as the case may be, separately for each period during such Lender shall be a Defaulting Lender. The Administrative Agent shall distribute the Unused quarter that such Applicable Fee to the Lenders pro rata Rate or Ratings-Based Applicable Rate was in accordance with the respective Revolving Commitments of the Lenderseffect.

Unused Fee. From and after the Closing Date, and during such times in which the Borrower does not have two (2) Investment Grade Ratings (and clause (a) of the definition of “Applicable Percentage” shall be applicable), the Borrower agrees to pay to the Administrative Agent Agent, for the ratable benefit of the Lenders an unused fee (the “Unused Fee”) Facility Fee for each calendar quarter, or portion thereof, during which any of the Commitments are in effect, during the period commencing on the date hereof and continuing to but not including the Term Loan Conversion Date (in the event the Loan is converted into the Term Loan) or the Termination Date (in the event the Loan is not converted into the Term Loan), equal to the average daily unused portion of the Commitments during such quarter times one-eighth percent ( %) per annum; provided, however, that if the average daily unused portion of the Commitments is greater than fifty percent (50%) of the Commitment, during any quarter (or portion thereof) in an amount thereof for which such fee is computed), such Unused Facility Fee shall be equal to the sum of (ai) 0.35% fifty percent (or 0.50% to the extent that as 50%) of the beginning of any dayCommitments times one-eighth percent (1/8%) per annum, the Outstanding Amount of Revolving Obligations plus (excluding the amount of any then-outstanding Swing Line Loans) is less than 50% of the Aggregate Revolving Commitments), multiplied by (bii) the amount by which the Aggregate Revolving Commitments exceed the sum average daily unused portion of the Outstanding Amount of Revolving Obligations Commitments exceeds fifty percent (excluding the amount of any then-outstanding Swing Line Loans50%) as of the beginning Commitments, times one-quarter percent (1/4%) per annum. Such Unused Facility Fee on the unused portion of such day. To the extent applicable, the Unused Fee shall accrue at all times during the Commitment Period (and thereafter so long as Revolving Obligations shall remain outstanding), including periods during which the conditions to Extensions of Credit in Section 4.02 may not be met, and Commitments shall be payable quarterly in arrears on the last first day of each December, March, June, September June and DecemberSeptember, commencing with the first such date to occur after the Closing Dateon December 1, 1996, and on the Termination Date (and, if applicable, continuing regularly thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii), (i) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender the Commitment is in effect, and shall also be payable on the Term Loan Conversion Date or the Termination Date, as applicable. By way of illustration, the Unused Facility Fee for the calendar quarter ending on September 30 shall be a Defaulting Lender due and (ii) any Unused Fee accrued with respect to the 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 on December 1. Borrower so long as such Lender shall be a Defaulting Lender. The Administrative Agent shall distribute acknowledges that the Unused Fee Facility Fees payable hereunder are bona fide commitment fees and are intended as reasonable compensation to Lenders for committing to make funds available to Borrower as described herein and for no other purposes. For purposes of this Section 2.8(a), the Lenders pro rata in accordance with the respective Revolving Commitments unused portion of the LendersCommitments shall mean the amount by which the aggregate amount of the Commitments exceeds the sum of (x) the aggregate principal amount of the outstanding Advances plus (y) the aggregate face amount of the outstanding Letters of Credit.

Unused Fee. From and after the Closing Date, and during such times in which the The Borrower does not have two (2) Investment Grade Ratings (and clause (a) of the definition of “Applicable Percentage” shall be applicable), the Borrower agrees pay to pay the Administrative Agent for the ratable benefit account of the Lenders each Lender with a Revolving Credit Commitment in accordance with its pro rata share thereof (i. e., according to such Lender’s Applicable Revolving Credit Percentage) an unused commitment fee (the “Unused Fee”) for each calendar quarter (or portion thereof) the period commencing on the Closing Date in an amount equal to the product of (ai) 0.35% the Applicable Rate times (or 0.50% to ii) the extent that as actual daily amount by which the Revolving Credit Facility exceeds the sum of the beginning of any day, (x) the Outstanding Amount of Revolving Obligations Credit Loans plus (excluding the amount of any then-outstanding Swing Line Loansy) is less than 50% of the Aggregate Revolving Commitments), multiplied by (b) the amount by which the Aggregate Revolving Commitments exceed the sum of the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) as of the beginning of such dayL/C Obligations. To the extent applicable, the The Unused Fee shall accrue at all times during the Commitment Availability Period (and thereafter so long as with respect to the Revolving Obligations shall remain outstanding)Credit Commitments, including periods at any time after the Closing Date during which one or more of the applicable conditions to Extensions of Credit in Section 4.02 may Article IV is not be met, and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the Closing Date, and on the Termination Date (andMaturity Date. The Unused Fee shall be calculated quarterly in arrears, and if applicablethere is any change in the Applicable Percentage during any quarter, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii)the actual daily amount shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect. For purposes hereof, (i) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender L/C Obligations shall be a Defaulting Lender counted toward and considered as usage of the Revolving Credit Facility and (ii) any Unused Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time Swing Line Loans shall not be payable by the Borrower so long counted toward or be considered as such Lender shall be a Defaulting Lender. The Administrative Agent shall distribute the Unused Fee to the Lenders pro rata in accordance with the respective Revolving Commitments usage of the LendersRevolving Credit Facility.

Unused Fee. From and after the Closing Date, and during such times in which the The Borrower does not have two (2) Investment Grade Ratings (and clause (a) of the definition of “Applicable Percentage” shall be applicable), the Borrower agrees pay to pay the Administrative Agent for the ratable benefit account of the Revolving Credit Lenders an unused commitment fee (the “Unused Fee”) for ), from the date hereof in the case of each calendar quarter (Initial Lender that is a Revolving Credit Lender and from the effective date specified in the Assignment and Acceptance or portion thereof) the Accession Agreement, as the case may be, pursuant to which it became a Revolving Credit Lender in an amount equal to (a) 0.35% (or 0.50% to the extent that as case of each other Revolving Credit Lender until the Maturity Date in respect of the beginning of any dayRevolving Credit Facility, the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) is less than 50% of the Aggregate Revolving Commitments), multiplied by (b) the amount by which the Aggregate Revolving Commitments exceed the sum of the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) as of the beginning of such day. To the extent applicable, the Unused Fee shall accrue at all times during the Commitment Period (and thereafter so long as Revolving Obligations shall remain outstanding), including periods during which the conditions to Extensions of Credit in Section 4.02 may not be met, and shall be payable quarterly in arrears quarterly on the last day of each March, June, September and December, commencing with the first such date to occur after the Closing DateMarch 31, 2013, and on the Termination Maturity Date in respect of the Revolving Credit Facility. The Unused Fee payable for the account of each Revolving Credit Lender shall be calculated for each period for which the Unused Fee is payable on the average daily Unused Revolving Credit Commitment of such Revolving Credit Lender during such period at the rate of either (andi) at any time the average daily Unused Revolving Credit Commitment equals or exceeds 50.00% of the sum of the Revolving Credit Lenders’ Revolving Credit Commitments, if applicable0.30% per annum or (ii) at any time the average daily Unused Revolving Credit Commitment is less than 50.00% of the sum of the Revolving Credit Lenders’ Revolving Credit Commitments, thereafter on demand)0.25% per annum; provided, thatthat notwithstanding the foregoing or anything in this Agreement to the contrary, pursuant to Section 2.15(a)(iii)during any period of time within which the Parent Guarantor receives and maintains an Investment Grade Rating, (i) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii) any Unused Fee accrued with respect to the 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 a Defaulting Lender. The to the Administrative Agent shall distribute for the Unused Fee to the Lenders pro rata in accordance with the respective Revolving Commitments account of the Revolving Credit Lenders.

Unused Fee. From and Beginning on the date that is sixty (60) days after the Closing Agreement Effective Date (the “Unused Fee Commencement Date, ”) and during such times in which until the Borrower does not have two earlier of (2i) Investment Grade Ratings (and clause (a) the date that Advances of the definition applicable Aggregate Commitments have been fully funded, (ii) the Final Loan Availability Date and (iii) the date of “Applicable Percentage” shall be applicable)any termination of the Aggregate Commitments in respect of any Tranche in their entirety, the Borrower agrees to pay to the Administrative Agent for the ratable benefit account of the Lenders an unused fee Unused Fee (the “Unused Fee”) for each calendar quarter computed on a daily basis by multiplying the Percentage applicable to such day (as set forth on the Leverage Based Pricing Schedule or portion thereof) in an amount equal to (a) 0.35% (or 0.50% to the extent that Ratings Based Pricing Schedule, as of the beginning of any applicable on such day, the Outstanding Amount of Revolving Obligations (excluding the amount of any then-outstanding Swing Line Loans) is less than 50% of the Aggregate Revolving Commitments), multiplied by (b) expressed as a per diem rate, times the actual daily amount by which the Aggregate Revolving Commitments exceed the sum in respect of the Outstanding Amount of Revolving Obligations such Tranche (excluding the Commitment of any Defaulting Lender) in effect on such day exceeds the outstanding amount of any then-outstanding Swing Line Loans) as Advances in respect of the beginning of such Tranche on such day. To the extent applicable, the The Unused Fee shall accrue at all times during the Commitment Period (and thereafter so long as Revolving Obligations shall remain outstanding), including periods during which the conditions to Extensions of Credit in Section 4.02 may not be met, and shall be payable (i) quarterly in arrears on the last day Business Day of each March, June, September and December, commencing fiscal quarter (beginning with the first such date to occur full fiscal quarter ending after the Closing Unused Fee Commencement Date, and on the Termination Date (and, if applicable, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii), (iii) no with respect to any Tranche, on the date the final Advance under such Tranche is made hereunder and (iii) on the Final Loan Availability Date (or, if earlier, the date of any termination of the Aggregate Commitments in respect of such Tranche in their entirety). Following its receipt of any such Unused Fee, Administrative Agent shall promptly pay to each Lender (other than Defaulting Lenders) an amount equal to such Lender's applicable Percentage of the Unused Fee, based on such Lender's Commitments on such day. The Unused Fee shall accrue be computed on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender 360 day year, and (ii) any Unused Fee accrued with respect to the 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 a Defaulting Lenderactual days elapsed. The Administrative Agent shall distribute Borrower acknowledges that the Unused Fee Fees payable hereunder are bona fide commitment fees and the intended and reasonable compensation to the Lenders pro rata in accordance with for committing to make funds available to the respective Revolving Commitments of the LendersBorrower as described herein and for no other purposes.