Common use of Unused Fee Clause in Contracts

Unused Fee. From and after the Closing Date, the Borrowers agree to pay the Administrative Agent for the ratable benefit of the Lenders an unused fee (the “Unused Fee”) in an amount equal to (a) 0.35% per annum (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 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. The Unused Fee shall accrue at all times during the Commitment Period, including periods during which the conditions to Extensions of Credit in Section 4.03 may not be met, and shall be 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 Closing Date and on the Termination Date (and, if applicable, thereafter on demand); provided, 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 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 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 and after the Closing Date, the Borrowers agree Borrower agrees to pay the Administrative Agent for the ratable benefit of the Lenders an unused fee (the “Unused Fee”) in an amount equal to (a) 0.35% per annum (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. The Unused Fee shall accrue at all times during the Commitment Period, including periods during which the conditions to Extensions of Credit in Section 4.03 4.02 may not be met, and shall be 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 Closing Date and on the Termination Maturity Date (and, if applicable, thereafter on demand); provided, 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 Borrowers 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 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 and after the Closing Date, the Borrowers agree to pay the Administrative Agent for the ratable benefit of the Lenders an unused fee (the “Unused Fee”) for each calendar month (or portion thereof) in an amount equal to (a) 0.35% per annum (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 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. The Unused Fee shall accrue at all times during the Revolving Commitment Period, including periods during which the conditions to Extensions of Credit Advances in Section 4.03 4.02 may not be met, and shall be payable quarterly monthly in arrears on the last Business Day of each March, June, September and DecemberPayment Date, commencing with the first such date to occur after the Closing Date Date, and ending on the Revolving Commitment Termination Date (and, if applicable, thereafter on demand)Date; provided, that (i) no Unused Fee shall accrue on the Revolving Loan 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 Revolving 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 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 Commitments. The Administrative Agent shall distribute the Unused Fee to the Lenders pro rata in accordance with the respective Revolving Commitments Commitment Ratios of the Lenders. The Unused Fee shall be fully earned when paid and shall not be refundable for any reason whatsoever.

Unused Fee. From and after the Closing Date, the Borrowers agree shall pay to pay the Administrative Agent for the ratable benefit account of the Lenders each Lender with a Revolving Commitment or Delayed Draw Term Loan Commitment (except as provided in Section 2.6) an unused fee (the “Unused Fee”) in an amount equal to ), (a) 0.35% per annum in the case of Unused Fees in respect of the Revolving Commitments, for the period from the Closing Date to the Termination Date, at the Unused Fee Rate in effect from time to time of that Lender’s Pro Rata Share (or 0.50% per annum as adjusted from time to time) of the average daily unused amount of the Revolving Commitments, and (b) in the case of Unused Fees in respect of the Delayed Draw Term Loan Commitments, during the Delayed Draw Term Loan Availability Period, at the Unused Fee Rate in effect from time to time of that Lender’s Pro Rata Share (as adjusted from time to time) of the average daily unused amount of the Delayed Draw Term Loan Commitments. For purposes of calculating usage under this Section 5.1, the Revolving Commitments will be deemed used 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 dayOutstandings. The That Unused Fee shall accrue at all times during the Commitment Period, including periods during which the conditions to Extensions of Credit in Section 4.03 may not be met, and shall will be payable quarterly in arrears on the last Business Day of each MarchFiscal Quarter, June, September and December, commencing with on the first such date to occur after last day of the Closing Date Delayed Draw Term Loan Availability Period (solely in the case of Unused Fees in respect of the Delayed Draw Term Loan Commitments) and on the Termination Date (and, if applicable, thereafter on demand); provided, for any period then ending for which that (i) no Unused Fee shall accrue has not have previously been paid. The Unused Fee will be computed for the actual number of days elapsed on the Commitment basis 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 year 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. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Commitments. The Administrative Agent shall distribute the Unused Fee to the Lenders pro rata in accordance with the respective Revolving Commitments of the Lenders360 days.

Unused Fee. From and after the Closing DateDate and during such times in which clause (a) of the definition of “Applicable Percentage” shall be applicable, the Borrowers agree Parent Borrower agrees to pay the Administrative Agent for the ratable benefit of the Revolving Lenders an unused fee (the “Unused Fee”) in Dollars in an amount equal to (a) 0.350.25% per annum (or 0.500.30% 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. The Unused Fee shall accrue at all times during the Revolving Commitment PeriodPeriod when clause (a) of the definition of “Applicable Percentage” shall be applicable, including periods during which the conditions to Extensions of Credit in Section 4.03 4.02 may not be met, and shall be 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 Closing Date and on the Termination Revolving Loan Maturity Date (and, if applicable, thereafter on demand); provided, 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 Borrowers Parent 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 Revolving Lenders pro rata in accordance with the respective Revolving Commitments of the Revolving Lenders.

Unused Fee. From and after During the Closing Dateterm of the Loan, the Borrowers agree 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% per annum (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 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. The Unused Fee shall accrue at all times during the Revolving Loan Commitment PeriodPeriod (and thereafter so long as Obligations shall remain outstanding), including periods during which the conditions to Extensions of Credit Advances in Section 4.03 4.02 may not be met, and shall be payable quarterly in arrears on each Payment Date in April, July, October and January for the last Business Day of each March, June, September and Decemberimmediately preceding calendar quarter, commencing with the first such date to occur after the Closing Date Date, and on the Termination Maturity Date (and, if applicable, thereafter on demand); provided, 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 Borrowers 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 Commitments. The Administrative Agent shall distribute the Unused Fee to the Lenders (other than Defaulting Lenders) pro rata in accordance with the respective Revolving Commitments of the Lenders.

Unused Fee. From and after the Closing Date, the Borrowers agree Borrower agrees to pay the Administrative Agent for the ratable benefit of the Lenders an unused fee (the “Unused Fee”) in an computed at the Unused Fee Rate on the average daily amount equal to (a) 0.35% per annum (or 0.50% per annum to of the Available Commitments during the period for which payment is made. To the extent that as of the beginning of any dayapplicable, 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. The Unused Fee shall accrue at all times during the Commitment PeriodPeriod (and thereafter so long as Revolving Obligations shall remain outstanding), including periods during which the conditions to Extensions of Credit in Section 4.03 4.02 may not be met, and shall be payable quarterly in arrears on the tenth (10th) day following the last Business Day 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 Date (and, if applicable, thereafter on demand); providedprovided that pursuant to Section 2.15(a)(iii), that (i) no Unused Fee shall accrue on the Revolving 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 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 Borrowers 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 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 and after During the Closing DateTerm Loan Commitment Period, the Borrowers agree Borrower agrees to pay the Administrative Agent for the ratable benefit of the Term Loan Lenders an unused fee (the “Unused Fee”) in an amount equal to (a) 0.350.30% per annum (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 less than 50% of the Aggregate Revolving Commitments)annum, 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) unused Term Loan Commitments as of the beginning of such each day. The To the extent applicable, the Unused Fee shall accrue at all times during the Term Loan Commitment PeriodPeriod (for so long as Term Loan Commitments shall remain outstanding), including periods during which the conditions to Extensions of Credit in Section 4.03 4.02 may not be met, and shall be payable quarterly in arrears a single payment on the last Business Day 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)Term Loan Commitment Period; provided, that that, pursuant to Section 2.12(a)(iii), (i) no Unused Fee shall accrue on the Term Loan Commitment of a Defaulting Lender so long as such Term Loan Lender shall be a Defaulting Lender and (ii) any Unused Fee accrued with respect to the Term Loan Commitment of a Defaulting Lender during the period prior to the time such Term Loan Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers Borrower so long as such Term Loan 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 Commitments. The Administrative Agent shall distribute the 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, the Borrowers agree 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% per annum (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 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. The Unused Fee shall accrue at all times during the Commitment Period, including periods during which the conditions to Extensions of Credit in Section 4.03 may not be met, and shall be 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 Closing Date and on the Termination Maturity Date (and, if applicable, thereafter on demand); provided, 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 Borrowers 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 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 and after During the Closing DateTerm Loan Commitment Period, the Borrowers agree Borrower agrees to pay the Administrative Agent for the ratable benefit of the Term Loan Lenders an unused fee (the “Unused Fee”) in an amount equal to (a) 0.35% per annum (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 less than 50% of the Aggregate Revolving Commitments)0.30%, 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) unused Term Loan Commitments as of the beginning of such day. The To the extent applicable, the Unused Fee shall accrue at all times during the Term Loan Commitment PeriodPeriod (for so long as Term Loan Commitments shall remain outstanding), including periods during which the conditions to Extensions of Credit in Section 4.03 4.02 may not be met, and shall be payable quarterly in arrears a single payment on the last Business Day 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)Term Loan Commitment Period; provided, that that, pursuant to Section 2.15(a)(iii), (i) no Unused Fee shall accrue on the Term Loan Commitment of a Defaulting Lender so long as such Term Loan Lender shall be a Defaulting Lender and (ii) any Unused Fee accrued with respect to the Term Loan Commitment of a Defaulting Lender during the period prior to the time such Term Loan Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers Borrower so long as such Term Loan 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 Commitments. The Administrative Agent shall distribute the 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 DateDate and during such times in which clause (a) of the definition of “Applicable Percentage” shall be applicable, the Borrowers agree 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% per annum (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 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. The Unused Fee shall accrue at all times during the Commitment PeriodPeriod when clause (a) of the definition of “Applicable Percentage” shall be applicable, including periods during which the conditions to Extensions of Credit in Section 4.03 4.02 may not be met, and shall be 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 Closing Date and on the Termination Date Maturity Date, as applicable (and, if applicable, thereafter on demand); provided, 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 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 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 and after the Closing Date, the Borrowers agree Borrower agrees to pay the Administrative Agent for the ratable benefit of the Lenders an unused fee (the “Unused Fee”) in an computed at the Unused Fee Rate on the average daily amount equal to (a) 0.35% per annum (or 0.50% per annum to of the Available Commitments during the period for which payment is made. To the extent that as of the beginning of any dayapplicable, 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. The Unused Fee shall accrue at all times during the Commitment PeriodPeriod (and thereafter so long as Revolving Obligations shall remain outstanding), including periods during which the conditions to Extensions of Credit in Section 4.03 4.02 may not be met, and shall be payable quarterly in arrears on the tenth (10th) day following the last Business Day 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 Date (and, if applicable, thereafter on demand); providedprovided 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 Borrowers 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 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 and after the Closing Date, the Borrowers agree The Borrower will pay to pay the Administrative Agent Agent, for the ratable benefit pro rata account of the Lenders in accordance with their Percentages, an unused fee ongoing Unused Fee (the “Unused Fee”) in an amount equal from the Closing Date to (a) 0.35% per annum (or 0.50% per annum to and including the extent that as of the beginning of any dayRevolving Commitment Termination Date, 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. The Unused Fee shall accrue at all times during the Commitment Period, including periods during which the conditions to Extensions of Credit in Section 4.03 may not be met, and shall be payable quarterly in arrears on the last Business Day of each Marchcalendar quarter, June, September and December, commencing with computed as the first such date to occur after the Closing Date and on the Termination Date (and, if applicable, thereafter on demand); provided, that product of (i) no Unused Fee shall accrue on the Commitment an annual rate equal to one-half of a Defaulting Lender so long as such Lender shall be a Defaulting Lender one percent (.5%) and (ii) the daily average amount by which (A) the sum of the Aggregate Revolving Commitment Amount exceeds (B) the Revolving Facility Outstanding Amount; provided, however, in the event any Lender becomes a Defaulting Lender as a result of a circumstance described in clause (a) or (d) of the definition of Defaulting Lender, then, for the period of time such Lender is a Defaulting Lender as a result of a circumstance described in clause (a) or (d) of the definition of Defaulting Lender, the Unused Fee accrued shall cease to accrue on such Defaulting Lender’s Percentage of the difference between the Aggregate Revolving Commitment Amount and the Revolving Facility Outstanding Amount and such Defaulting Lender shall not be entitled to receive any portion of the Unused Fee with respect to such period of time. Any Unused Fee remaining unpaid on 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 Borrowers so long as such Lender Termination Date 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 Commitments. The Administrative Agent shall distribute the Unused Fee to the Lenders pro rata in accordance with the respective Revolving Commitments of the Lendersdue and payable on such date.

Unused Fee. From and after In consideration of the Closing DateRevolving Commitments, the Borrowers agree Borrower agrees to pay to the Administrative Agent for the ratable benefit of the Revolving Lenders holding Revolving Commitments an unused fee (the “"Unused Fee”") in an amount equal to (a) 0.35% the Applicable Percentage per annum (or 0.50% per annum to times the extent that as of the beginning of any day, the Outstanding Amount of Revolving Obligations (excluding the average daily unused 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. The Unused Fee shall accrue at all times during the Commitment Period, including periods during which the conditions to Extensions of Credit in Section 4.03 may not be met, and shall be 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 Closing Date and on the Termination Date (and, if applicable, thereafter on demand)Committed Amount; provided, provided that (i) no Unused Fee shall accrue on any of the Commitment Revolving Commitments 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 Revolving Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers Borrower so long as such Lender shall be a Defaulting Lender. For purposes of clarificationcomputation of the Unused Fee, Swing Line Loans LOC Obligations shall not be considered outstanding for purposes of determining the unused portion usage of the Aggregate CommitmentsRevolving Committed Amount. The Administrative Agent shall distribute the Unused Fee to shall be payable quarterly in arrears on the Lenders pro rata in accordance 15th day following the last day of each calendar quarter for the prior calendar quarter, commencing with the respective first such date to occur after the Closing Date, and on the Revolving Commitments of Maturity Date (and, if applicable, thereafter on demand). The Unused Fee shall be calculated quarterly in arrears, and if there is any change in the LendersApplicable Percentage during any quarter, 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.

Unused Fee. From and after the Closing Date, the Borrowers agree Borrower agrees to pay the Administrative Agent for the ratable benefit of the Lenders an unused fee (the “Unused Fee”) in an computed at the Unused Fee Rate on the average daily amount equal to (a) 0.35% per annum (or 0.50% per annum to of the Available Commitments during the period for which payment is made. To the extent that as of the beginning of any dayapplicable, 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. The Unused Fee shall accrue at all times during the Commitment PeriodPeriod (and thereafter so long as Revolving Obligations shall remain outstanding), including periods during which the conditions to Extensions of Credit in Section 4.03 4.02 may not be met, and shall be payable quarterly in arrears on the fifth (5th) day following the last Business Day 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 Date (and, if applicable, thereafter on demand); providedprovided 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 Borrowers 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 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 and after the Closing Funding Date, the Borrowers agree to pay the Administrative Agent for the ratable benefit of the Lenders an unused fee (the “Unused Fee”) for each calendar month (or portion thereof) in an amount equal to (a) 0.35% per annum (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 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. The Unused Fee shall accrue at all times during the Commitment Period, including periods during which the conditions to Extensions of Credit in Section 4.03 4.02 may not be met, and shall be payable quarterly monthly in arrears on the last first Business Day of each March, June, September and December, calendar month (commencing with the first such date to occur after the Closing Date Funding Date) and on the Termination Date (and, if applicable, thereafter on demand)Maturity Date; provided, 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 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 Commitments. The Administrative Agent shall distribute the Unused Fee to the Lenders pro rata in accordance with the respective Revolving Commitments of the Lenders. The Unused Fee shall be fully earned when paid and shall not be refundable for any reason whatsoever.