Common use of Facility Fee Clause in Contracts

Facility Fee. TMCC, for the account of the Borrowers, shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Percentage times the actual daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Cap.

Facility Fee. TMCC, for the account of the Borrowers, shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Percentage times the actual daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Cap.

Facility Fee. TMCC, for the account of the Borrowers, shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Percentage times the actual daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, Lender or the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding), including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C B Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Cap.

Facility Fee. TMCC, for the account of the Borrowers, shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Percentage times the actual daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such LenderPeriod, the Tranche B Availability Period of such LenderPeriod, or the Tranche C Availability Period of such LenderPeriod, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable applicable Borrower remain outstanding, including the Loans converted to Term Loans pursuant to Section 2.13(c)), including at any time during which one or more of the conditions in Article IV is not met, but shall terminate upon termination of the applicable availability period or upon conversion of the applicable Loans to Term Loans pursuant to Section 2.13(c); provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Cap.

Facility Fee. TMCC, for the account of the Borrowers, shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Percentage times the actual daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such LenderPeriod, the Tranche B Availability Period of such LenderPeriod, or the Tranche C Availability Period of such LenderPeriod, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, other than Loans converted to Term Loans pursuant to Section 2.13(c)), including at any time during which one or more of the conditions in Article IV is not met, but shall terminate upon termination of the applicable availability period or upon conversion of the applicable Loans to Term Loans pursuant to Section 2.13(c); provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Cap.

Facility Fee. TMCC, for the account of the Borrowers, shall The Parent agrees to pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata ShareLender, a facility fee in US Dollars (the “Facility Fee”) which shall accrue at a rate per annum equal to the Applicable Percentage times Margin on the actual daily amount of the Aggregate sum of the Core Currency Commitment and Individual Currency Commitments of such Applicable Tranche Lenders, Lender (regardless of usage (orusage) during the period from and including the Effective Date to but excluding the date on which such Core Currency Commitment and Individual Currency Commitments terminate; provided that, if the Aggregate such Lender continues to have any Credit Exposure after its Core Currency Commitment and Individual Currency Commitments of terminate, then such Applicable Tranche Lenders have terminated, Facility Fee shall continue to accrue on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period daily amount of such Lender, ’s Credit Exposure from and including the Tranche B Availability Period of date on which such Lender, or ’s Core Currency Commitment and Individual Currency Commitments terminate to but excluding the Tranche C Availability Period of date on which such Lender, as applicable (and thereafter so long as Lender ceases to have any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee Credit Exposure. Accrued Facility Fees shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year, each date on which the Aggregate Core Currency Commitments or the Aggregate Individual Currency Commitments are permanently reduced and on the date on which the Aggregate Core Currency Commitments or the Aggregate Individual Currency Commitments terminate, commencing with on the first such date to occur after the Closing Effective Date, and provided that all unpaid Facility Fees shall be payable on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter date on demand)which the Aggregate Core Currency Commitments and the Aggregate Individual Currency Commitments terminate. Notwithstanding the above, the facility fees payable to each Lender All Facility Fees shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall on the aggregate amount basis of a 360-day year for the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed actual number of days elapsed (including the facility fees that would have been payable to such Lender if first day but excluding the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Caplast day).

Facility Fee. TMCC, for the account of the Borrowers, shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Percentage times the actual daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, or the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such LenderPeriod, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, other than Loans converted to Term Loans pursuant to Section 2.13(c)), including at any time during which one or more of the conditions in Article IV is not met, but shall terminate upon termination of the applicable availability period or upon conversion of the applicable Loans to Term Loans pursuant to Section 2.13(c); provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C B Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Cap.

Facility Fee. TMCC, for the account of the Borrowers, shall The Borrower agrees to pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Revolving Credit Lender under the applicable Revolving Credit Facility in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a facility fee in US Dollars equal to the Applicable Percentage Rate with respect to Revolving Credit Loan facility fees, times the actual daily amount of the Aggregate aggregate Revolving Credit Commitments of such Applicable Tranche Lenders, regardless of usage for the applicable Revolving Credit Facility whether drawn or undrawn (or, if the Aggregate Revolving Credit Commitments shall have expired or been terminated and there is any Outstanding Amount of Revolving Credit Loans or L/C Obligations for such Applicable Tranche Lenders have terminatedFacility, on times the daily amount of the sum of (A) the Outstanding Amount of all Revolving Credit Loans for such Facility, (B) the Outstanding Amount of L/C Obligations for such Facility and (C) the Outstanding Amount of Swing Line Loans for such Facility); provided that any facility fee accrued with respect to any of such Applicable Tranche the Commitments of a Defaulting Lender made during the period prior to the applicable Borrower(s))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, which except to the extent that such facility fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no facility fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The facility fee on each Revolving Credit Facility shall accrue at all times during from the Tranche A Availability Period of such Lender, Closing Date until the Tranche B Availability Period of such Lender, or applicable Maturity Date for the Tranche C Availability Period of such LenderNew Revolving Credit Commitments, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstandingthe case may be, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, Date and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand)for the New Revolving Credit Commitments. Notwithstanding the above, the The facility fees payable to each Lender fee shall be calculated with respect to 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 Lender’s Commitment Cap, quarter that such that Applicable Rate was in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Capeffect.

Facility Fee. TMCC, for the account of the Borrowers, The Parent Borrower shall pay or cause to be paid to the Domestic Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee in US Dollars (the “Facility Fee”) at a rate per annum equal to the Applicable Percentage Rate times the actual daily amount of the Aggregate Revolving Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Revolving Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Revolving Loans, Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)and L/C Obligations), which fee regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Revolving Loans, Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV V is not met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the fifteenth (15th) calendar day following the last Business Day day of each March, June, September and Decemberthe applicable calendar quarter, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding ; provided, that (A) no Facility Fee shall accrue on the above, the facility fees payable to each Revolving Commitment of a Defaulting Lender so long as such Lender shall be calculated a Defaulting Lender and (B) any Facility Fee accrued with respect to such Lender’s the Revolving Commitment Cap, such that in no event shall of a Defaulting Lender during the aggregate amount of period prior to the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Parent Borrower so long as such Lender shall be a Defaulting Lender. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the aggregate Applicable Rate during any quarter, the actual daily amount of shall be computed and multiplied by the Applicable Rate separately for each period during such Lender’s Commitments were equal to the amount of its Commitment Cap.quarter that such Applicable Rate was in effect. 

Facility Fee. TMCC, for the account of the Borrowers, The Parent Borrower shall pay or cause to be paid to the Domestic Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee in US Dollars (the “Facility Fee”) at a rate per annum equal to the Applicable Percentage Rate times the actual daily amount of the Aggregate Revolving Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Revolving Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Revolving Loans, Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)and L/C Obligations), which fee regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Revolving Loans, Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV V is not met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the fifteenth (15th) calendar day following the last Business Day day of each March, June, September and Decemberthe applicable calendar quarter, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding ; provided, that (A) no Facility Fee shall accrue on the above, the facility fees payable to each Revolving Commitment of a Defaulting Lender so long as such Lender shall be calculated a Defaulting Lender and (B) any Facility Fee accrued with respect to such Lender’s the Revolving Commitment Cap, such that in no event shall of a Defaulting Lender during the aggregate amount of period prior to the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Parent Borrower so long as such Lender shall be a Defaulting Lender. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the aggregate Applicable Rate during any quarter, the actual daily amount of shall be computed and multiplied by the Applicable Rate separately for each period during such Lender’s Commitments were equal to the amount of its Commitment Capquarter that such Applicable Rate was in effect.

Facility Fee. TMCCFrom and after the Closing Date, for and during such times in which the account Borrower has at least two (2) Investment Grade Ratings (and clause (b) of the Borrowersdefinition of “Applicable Percentage” shall be applicable), shall the Borrower agrees to pay or cause to be paid to the Administrative Agent for the account ratable benefit of each Applicable Tranche Lender in accordance with its Pro Rata Sharethe Lenders, a facility fee in US Dollars at a per annum rate equal to the Applicable Percentage times the actual daily amount of the Aggregate Commitments of Revolving Committed Amount (as such Applicable Tranche Lendersamount may be reduced pursuant to Section 2.07 above), regardless of usage (usage, or, if the Aggregate Revolving Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount outstanding amount of all Loans and Revolving Loans, Swing Line Loans of such Applicable Tranche Lender made to and L/C Obligations, (the applicable Borrower(s“Facility Fee” and collectively, for all the Lenders, the “Facility Fees”)). To the extent applicable, which fee the Facility Fee shall accrue at all times during the Tranche A Availability Commitment Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower Revolving Obligations shall remain outstanding), including at any time periods during which one or more of the conditions to Extensions of Credit in Article IV is Section 4.02 may not be met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears 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 Revolving Maturity Termination Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding ; provided, that, pursuant to Section 2.15(a)(iii), (i) no Facility Fee shall accrue on the above, the facility fees payable to each Commitment of a Defaulting Lender so long as such Lender shall be calculated a Defaulting Lender and (ii) any Facility 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’s Commitment Cap, such that . The Administrative Agent shall distribute the Facility Fee to the Lenders pro rata in no event shall accordance with the aggregate amount respective Revolving Commitments of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment CapLenders.

Facility Fee. TMCC, for the account of the Borrowers, The Borrower shall pay or cause to be paid to the Administrative Agent for the the(b) account of each Applicable Tranche Revolving Lender in accordance with its Pro Rata ShareRevolving Commitment Percentage, a facility fee in US Dollars (the “Facility Fee”) equal to the Applicable Percentage times product of (x) the applicable Facility Fee Rate based on the Borrower’s Investment Grade Rating as set forth in the Investment Grade Pricing Grid multiplied by (y) the actual daily amount of the Aggregate Commitments of such Applicable Tranche LendersRevolving Commitments, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made subject to the applicable Borrower(s)), which fee adjustments as provided in Section 2.16. The Facility Fee shall accrue at all such times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstandingRevolving Commitment Period, including at any time during which one or more of the conditions in Article IV Section 5 is not met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Effective Date, and on the Revolving Maturity Date Commitment Termination Date; provided that (1) no Facility Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Revolving Lender shall be calculated a Defaulting Lender and (2) any Facility Fee accrued with respect to such Lender’s the Revolving Commitment Cap, such that in no event shall of a Defaulting Lender during the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal period prior to the time such Revolving Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Revolving Lender shall be a Defaulting Lender. As and when applicable hereunder, the Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Facility Fee Rate during any quarter, the actual daily amount of its Commitment Cap.shall be computed and multiplied by the Facility Fee Rate separately for each period during such quarter that such Facility Fee Rate was in effect. 59

Facility Fee. TMCCIf, for any calendar month during the account Term, the average daily unpaid balance of the BorrowersRevolving Advances plus the average daily Maximum Undrawn Amount of all outstanding Letters of Credit for each day of such calendar month does not equal the average daily aggregate outstanding Revolving Commitments, then Borrowers shall pay or cause to be paid to the Administrative Agent for the account ratable benefit of each Applicable Tranche Lender in accordance with its Pro Rata Share, Revolving Lenders a facility fee in US Dollars (the “Revolving Commitment Fee”) at a rate equal to the Applicable Percentage times the actual daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage one-half percent (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, 0.5%) per annum on the Outstanding amount by which the average daily aggregate outstanding Revolving Commitments exceeds such average daily unpaid balance; provided, however, that any Revolving Commitment Fee accrued with respect to the Revolving Commitment Amount of all Loans and Swing Line Loans of such Applicable Tranche a Defaulting Lender made during the period prior to the applicable Borrower(s)), which fee time such Lender became such a Defaulting Lender and unpaid at such time shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter not be payable by Borrowers so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee Lender shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees Lender except to the extent that such Revolving Commitment Fee shall be calculated quarterly in arrears, and are otherwise have been due and payable quarterly by the Borrower prior to such time; and provided further that no Revolving Commitment Fee shall accrue with respect to the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender with respect to Revolving Advances. Subject to the provisos in the directly preceding sentence, all Revolving Commitment Fees shall be payable to Agent in arrears on the last Business Day first day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated calendar month with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Capprevious calendar month.

Facility Fee. TMCCAt all times from and after the Investment Grade Pricing Effective Date, for as may be applicable, the account of the Borrowers, Borrower shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata ShareRevolving Commitment Percentage, a facility fee in US Dollars (the “Facility Fee”) equal to the Applicable Percentage times product of (x) the applicable Facility Fee Rate based on the Borrower’s Investment Grade Rating as set forth in the Investment Grade Pricing Grid multiplied by (y) the actual daily amount of the Aggregate Commitments of such Applicable Tranche LendersRevolving Commitments, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made subject to the applicable Borrower(s)), which fee adjustments as provided in Section 2.16. The Facility Fee shall accrue at all such times (from and after any Investment Grade Pricing Effective Date) during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstandingRevolving Commitment Period, including at any time during which one or more of the conditions in Article IV Section 5 is not met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Investment Grade Pricing Effective Date, and on the Revolving Maturity Date Commitment Termination Date; provided that (1) no Facility Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated a Defaulting Lender and (2) any Facility Fee accrued with respect to such Lender’s the Revolving Commitment Cap, such that in no event shall of a Defaulting Lender during the aggregate amount of period prior to the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to 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. As and when applicable hereunder, the Facility Fee shall be calculated quarterly in arrears, and if there is any change in the aggregate Facility Fee Rate during any quarter, the actual daily amount of shall be computed and multiplied by the Facility Fee Rate separately for each period during such Lender’s Commitments were equal to the amount of its Commitment Capquarter that such Facility Fee Rate was in effect.

Facility Fee. TMCC, for the account of the Borrowers, The Borrower shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Revolving Lender in accordance with its Pro Rata ShareRevolving Commitment Percentage, a facility fee in US Dollars (the “Facility Fee”) equal to the Applicable Percentage times product of (x) the applicable Facility Fee Rate based on the Borrower’s Investment Grade Rating as set forth in the Investment Grade Pricing Grid multiplied by (y) the actual daily amount of the Aggregate Commitments of such Applicable Tranche LendersRevolving Commitments, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made subject to the applicable Borrower(s)), which fee adjustments as provided in Section 2.16. The Facility Fee shall accrue at all such times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstandingRevolving Commitment Period, including at any time during which one or more of the conditions in Article IV Section 5 is not met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Effective Date, and on the Revolving Maturity Date Commitment Termination Date; provided that (1) no Facility Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Revolving Lender shall be calculated a Defaulting Lender and (2) any Facility Fee accrued with respect to such Lender’s the Revolving Commitment Cap, such that in no event shall of a Defaulting Lender during the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal period prior to the time such Revolving Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Revolving Lender shall be a Defaulting Lender. As and when applicable hereunder, the Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Facility Fee Rate during any quarter, the actual daily amount of its Commitment Capshall be computed and multiplied by the Facility Fee Rate separately for each period during such quarter that such Facility Fee Rate was in effect.

Facility Fee. TMCC, for the account of the Borrowers, The Borrower shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Revolving Lender in accordance with its Pro Rata ShareRevolving Commitment Percentage, a facility fee in US Dollars (the “Facility Fee”) equal to the Applicable Percentage times product of (x) the applicable Facility Fee Rate based on the Borrower’sHealthpeak’s Investment Grade Rating as set forth in the Investment Grade Pricing Grid multiplied by (y) the actual daily amount of the Aggregate Commitments of such Applicable Tranche LendersRevolving Commitments, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made subject to the applicable Borrower(s)), which fee adjustments as provided in Section 2.16. The Facility Fee shall accrue at all such times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstandingRevolving Commitment Period, including at any time during which one or more of the conditions in Article IV Section 5 is not met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Effective Date, and on the Revolving Maturity Date Commitment Termination Date; provided that (1) no Facility Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Revolving Lender shall be calculated a Defaulting Lender and (2) any Facility Fee accrued with respect to such Lender’s the Revolving Commitment Cap, such that in no event shall of a Defaulting Lender during the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal period prior to the time such Revolving Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Revolving Lender shall be a Defaulting Lender. As and when applicable hereunder, the Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Facility Fee Rate during any quarter, the actual daily amount of its Commitment Capshall be computed and multiplied by the Facility Fee Rate separately for each period during such quarter that such Facility Fee Rate was in effect.

Facility Fee. TMCC, for the account of the Borrowers, shall The Borrowers agree to pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata ShareLender, as consideration for such Lender’s Revolving Credit Commitments, a nonrefundable facility fee in US Dollars equal to (the Applicable Percentage times “Facility Fee”) on the actual daily amount of aggregate Revolving Credit Commitments, whether used or unused, for the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage period from the Closing Date until (orbut excluding) the Expiration Date; provided that, if the Aggregate Commitments of such Applicable Tranche Lenders Lender continues to have terminatedany Revolving Credit Loans outstanding after its Revolving Credit Commitment terminates or expires, then such Facility Fee shall continue to accrue on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period daily outstanding principal amount of such Lender, ’s Revolving Credit Loans from and including the Tranche B Availability Period of date on which its Revolving Credit Commitment terminates or expires until the date on which such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as Lender ceases to have any Revolving Credit Loans or Swing Line Loans of such Applicable Tranche Lenders made outstanding. The accrued Facility Fees pursuant to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee this Section 2.3 shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is based upon a Defaulting Lender. Facility fees shall 360-day year and be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, Payment Date and on the date the Revolving Maturity Date of such Applicable Tranche Lender Credit Commitments are terminated (and, if applicablelater, thereafter on the date the Revolving Credit Loans shall be repaid in their entirety); provided that any Facility Fees accruing after the date on which the Commitments terminate shall be payable on demand). Notwithstanding The Facility Fee for a particular quarter shall be set forth on Schedule 1.1(A) under the abovecolumn entitled “Facility Fee” and shall be based upon the Debt Rating of the Company as set forth thereon. The foregoing notwithstanding, any Facility Fee accrued with respect to the facility fees Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable to each by the Borrowers so long as such Lender shall be calculated a Defaulting Lender except to the extent that such Facility Fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided further that no Facility Fee shall accrue with respect to such Lender’s the Revolving Credit Commitment Cap, such that in no event shall the aggregate amount of the facility fees paid to any a Defaulting Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to so long as such Lender if the aggregate amount of such shall be a Defaulting Lender’s Commitments were equal to the amount of its Commitment Cap.

Facility Fee. TMCCThe Borrowers shall pay to the Administrative Agent, for the account of the Borrowers, shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee in US Dollars equal to the product of (i) the Applicable Percentage Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Revolving Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)Loans), which fee regardless of usage, subject to adjustment as provided in Section 2.15 (the “Facility Fee”). The Facility Fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding), including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date last day of such Applicable Tranche Lender the Availability Period (and, if applicable, thereafter on demand). Notwithstanding ; provided, that (A) no Facility Fee shall accrue on the above, the facility fees payable to each Revolving Commitment of a Defaulting Lender so long as such Lender shall be calculated a Defaulting Lender and (B) any Facility 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 any Borrower so long as such Lender shall be a Defaulting Lender’s Commitment Cap. The Facility 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 no event effect. For purposes of clarification, Swing Line Loans shall the aggregate amount not be counted towards or considered usage of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed Aggregate Revolving Commitments for purposes of determining the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment CapFacility Fee.

Facility Fee. TMCC, for the account of the Borrowers, shall pay or cause to be paid (i) to the Administrative Agent for the account of each Applicable Tranche A Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Percentage Rate times the actual daily amount of the Aggregate Commitments of such Applicable Tranche LendersA Commitments, regardless of usage (or, if the Aggregate Tranche A Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Tranche A Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)Tranche A Borrowers), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Tranche A Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Tranche A Borrower remain outstanding), including at any time during which one or more of the conditions in Article IV is not met; provided that no such , (ii) to the Administrative Agent for the account of each Tranche B Lender in accordance with its Pro Rata Share, a facility fee shall be paid on in US Dollars equal to the unused Applicable Rate times the actual daily amount of the Aggregate Tranche A B Commitments, unused regardless of usage (or, if the Aggregate Tranche B Commitments have terminated, on the Outstanding Amount of all Tranche B Loans and Swing Line Loans made to TCPR), which fee shall accrue at all times during the Tranche B Availability Period (and thereafter so long as any Tranche B Loans or unused Swing Line Loans made to TCPR remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, (iii) to the Canadian Sub-Agent for the account of each Tranche C Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Rate times the actual daily NYDOCS03/828371 amount of the Aggregate Tranche C Commitments, regardless of usage (or, if the Aggregate Tranche C Commitments have terminated, on the Outstanding Amount of all Tranche C Loans and Swing Line Loans made to TCCI), which fee shall accrue at all times during the Tranche C Availability Period (and thereafter so long as any Tranche C Loans or Swing Line Loans made to TCCI remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and (iv) to the Administrative Agent for the account of each Tranche D Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Tranche Lender that D Commitments, regardless of usage (or, if the Aggregate Tranche D Commitments have terminated, on the Outstanding Amount of all Tranche D Loans and Swing Line Loans made to TLG), which fee shall accrue at all times during the Tranche D Availability Period (and thereafter so long as any Tranche D Loans or Swing Line Loans made to TLG remain outstanding), including at any time during which one or more of the conditions in Article IV is a Defaulting Lendernot met. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Cap.

Facility Fee. TMCCDuring the time, from time to time, that the Borrower maintains an Investment Grade Credit Rating, the Borrower shall pay to the Payment and Disbursement Agent, for the account of the BorrowersLenders based on their respective Pro Rata Shares, shall pay or cause to be paid a fee (the "Facility Fee"), accruing at a per annum rate equal to the Administrative Agent then applicable Facility Fee Percentage on the Maximum Revolving Credit Amount, such fee being payable quarterly, in arrears, commencing on the first day of the fiscal quarter next succeeding the Closing Date and on the first day of each fiscal quarter thereafter for so long as the Borrower maintains an Investment Grade Credit Rating; provided, however, that in the event that the Borrower loses its Investment Grade Credit Rating during any fiscal quarter, the Facility Fee shall be payable only for the account portion of each Applicable Tranche such fiscal quarter during which Borrower maintained an Investment Grade Credit Rating. Notwithstanding the foregoing, in the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, (A) such Lender shall not be entitled to any portion of the Facility Fee with respect to its Revolving Credit Commitment until such failure has been cured in accordance with its Section 4.2(b)(v)(B) and (B) until such time, the Facility Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata ShareShares of such requested Loan, a facility fee in US Dollars equal to shall be allocated among such performing Lenders ratably based upon their relative Revolving Credit Commitments, and shall be calculated based upon the Applicable Percentage times average amount by which the actual daily aggregate Revolving Credit Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Aggregate Commitments Loans owing to such performing Lenders, and (II) the outstanding Reimbursement Obligations owing to such performing Lenders, and (III) the aggregate participation interests of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche performing Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made arising pursuant to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated Section 3.1(e) with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount undrawn and outstanding Letters of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment CapCredit.

Facility Fee. TMCC, for the account of the Borrowers, shall The Borrower agrees to pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee (the “Facility Fee”) on the average daily amount (whether used or unused) of such Lender’s Revolving Credit Commitment from the Effective Date (in US Dollars the case of each Bank) and from the effective date specified in the Assignment and Assumption or the Assumption Agreement, as applicable, pursuant to which it became a Lender (in the case of each such Lender) until the earlier of the Commitment Termination Date applicable to such Lender and the Termination Date (or such later date on which the Advances made by such Lender have been paid in full and the participations in Letters of Credit of such Lender have been terminated, but payable on the outstanding principal amount of such Advances and the aggregate Available Amount of outstanding Letters of Credit) at a rate per annum equal to the Applicable Percentage times the actual daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made Facility Fee Rate as in effect from time to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee time. Accrued Facility Fees shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, December and on the Revolving Maturity Termination Date (or such later date on which the Advances made by such Lender have been paid in full and the participations in Letters of Credit of such Applicable Tranche Lender (andhave been terminated, if applicablebut payable on the outstanding principal amount of such Advances and the aggregate Available Amount of outstanding Letters of Credit); provided that, thereafter on demandexcept as provided in Section 2.19(a)(iii). Notwithstanding the above, the facility fees payable to each no Defaulting Lender shall be calculated with entitled to receive any facility fee in respect of its Revolving Credit Commitment for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay such Lender’s Commitment Cap, such fee that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that otherwise would have been payable required to such Lender if have been paid to that Defaulting Lender), other than a facility fee, as described above, on the aggregate principal amount of Advances funded by such Lender’s Commitments were equal Defaulting Lender outstanding from time to the amount of its Commitment Captime.

Facility Fee. TMCC, for the account of the Borrowers, shall (a) Each Borrower agrees to pay or cause to be paid to the Administrative Agent (i) for the account of each Applicable Original Tranche Lender in accordance with its Pro Rata Share, such Borrower’s Applicable Percentage of a facility fee for the period from and including the First Restatement Effective Date to, but excluding, the Original Tranche Termination Date or such earlier date on which the Original Tranche Commitments shall terminate as provided herein, computed at the applicable Facility Fee Rate in US Dollars equal effect from time to time on the Applicable Percentage times the actual average daily amount of the Aggregate Commitments Original Tranche Commitment (used and unused) of such Applicable Original Tranche Lenders, regardless Lender during the period for which payment is made (or after the Original Tranche Termination Date on the average daily amount of usage (or, if the Aggregate Commitments Exposure of such Applicable Original Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)Lender), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember and on the Original Tranche Termination Date or such earlier date on which the Original Tranche Commitments shall terminate as provided herein, commencing with on the first of such date dates to occur after the Closing First Restatement Effective Date; and (ii) for the account of each Extended Tranche Lender such Borrower’s Applicable Percentage of a facility fee for the period from and including the Restatement Effective Date to, but excluding, the Extended Tranche Termination Date or such earlier date on which the Extended Tranche Commitments shall terminate as provided herein, computed at the applicable Facility Fee Rate in effect from time to time on the average daily amount of the Extended Tranche Commitment (used and unused) of such Extended Tranche Lender during the period for which payment is made (or after the Extended Tranche Termination Date on the average daily amount of the Exposure of such Extended Tranche Lender), payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Maturity Extended Tranche Termination Date or such earlier date on which the Extended Tranche Commitments shall terminate as provided herein, commencing on the first of such Applicable Tranche Lender dates to occur after the Restatement Effective Date. (andb) Each Borrower agrees to pay to the Administrative Agent, if applicable, thereafter on demand). Notwithstanding for its own account and for the aboveaccount of the Lenders, the facility fees payable specified in, and in the amounts and on the dates set forth in, the Fee Letter required to each Lender shall be calculated with respect to paid by such Lender’s Commitment Cap, such that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment CapBorrower thereunder.

Facility Fee. TMCC, for the account of the Borrowers, shall The Borrower agrees to pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee (the “Facility Fee”) on the average daily amount (whether used or unused) of such Lender’s Revolving Credit Commitment from the Effective Date (in US Dollars the case of each Bank) and from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender (in the case of each such Lender) until the earlier of the Commitment Termination Date applicable to such Lender and the Termination Date (or such later date on which the Advances made by such Lender have been paid in full and the participations in Letters of Credit of such Lender have been terminated, but payable on the outstanding principal amount of such Advances and the aggregate Available Amount of outstanding Letters of Credit) at a rate per annum equal to the Applicable Percentage times the actual daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made Facility Fee Rate as in effect from time to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee time. Accrued Facility Fees shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, December and on the Revolving Maturity Termination Date (or such later date on which the Advances made by such Lender have been paid in full and the participations in Letters of Credit of such Applicable Tranche Lender (andhave been terminated, if applicable, thereafter but payable on demandthe outstanding principal amount of such Advances and the aggregate Available Amount of outstanding Letters of Credit). Notwithstanding the above, the facility fees payable to each ; provided that no Defaulting Lender shall be calculated with entitled to receive any facility fee in respect of its Revolving Credit Commitment for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay such Lender’s Commitment Cap, such fee that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that otherwise would have been payable required to such Lender if have been paid to that Defaulting Lender), other than a facility fee, as described above, on the aggregate principal amount of Advances funded by such Lender’s Commitments were equal Defaulting Lender outstanding from time to the amount of its Commitment Captime.

Facility Fee. TMCC, for the account of the Borrowers, The Borrower shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Post-First Amendment and Restatement Synthetic L/C Lender in accordance with its Pro Rata ShareShare of the amounts on deposit in the Post-First Amendment and Restatement Credit-Linked Deposit Account, a facility fee in US Dollars equal to the sum of (A) the Applicable Percentage Rate with respect to Post-First Amendment and Restatement Synthetic L/C facility fees times the actual daily amount of such Post-First Amendment and Restatement Synthetic L/C Lender’s Post-First Amendment and Restatement Credit-Linked Deposit and (B) the Aggregate Commitments of Post-First Amendment and Restatement Credit-Linked Deposit Cost Amount for such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which period. The facility fee shall accrue at all times during from the Tranche A Availability Period of such Lender, First Amendment and Restatement Effective Date until the Tranche B Availability Period of such Lender, or Maturity Date for the Tranche Post-First Amendment and Restatement Synthetic L/C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstandingFacility, including at any time during which one or more of the conditions in Article IV 4 is not met; provided , and shall be due and payable on each Interest Payment Date with respect to Post-First Amendment and Restatement Credit-Linked Deposits, and on any date on which any Post-First Amendment and Restatement Credit-Linked Deposit is terminated and the funds therein returned to such Lenders. For the avoidance of doubt, facility fees on Credit-Linked Deposits (as defined in the Original Credit Agreement) that no such fee have been converted to Post-First Amendment and Restatement Credit-Linked Deposits pursuant to the provisions hereof that shall have accrued and shall have been unpaid prior to the occurrence of the First Amendment and Restatement Effective Date shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Interest Payment Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated with respect applicable to such Lender’s Commitment Cap, such that in no event shall Post-First Amendment and Restatement Credit-Linked Deposits following the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment CapFirst Amendment and Restatement Effective Date.

Facility Fee. TMCC, for the account of the Borrowers, The Borrower shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Revolving Lender in accordance with its Pro Rata ShareRevolving Commitment Percentage, a facility fee in US Dollars (the “Facility Fee”) equal to the Applicable Percentage times product of (x) the applicable Facility Fee Rate based on Healthpeak’s Investment Grade Rating as set forth in the Investment Grade Pricing Grid multiplied by (y) the actual daily amount of the Aggregate Commitments of such Applicable Tranche LendersRevolving Commitments, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made subject to the applicable Borrower(s)), which fee adjustments as provided in Section 2.16. The Facility Fee shall accrue at all such times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstandingRevolving Commitment Period, including at any time during which one or more of the conditions in Article IV Section 5 is not met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Effective Date, and on the Revolving Maturity Date Commitment Termination Date; provided that (1) no Facility Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Revolving Lender shall be calculated a Defaulting Lender and (2) any Facility Fee accrued with respect to such Lender’s the Revolving Commitment Cap, such that in no event shall of a Defaulting Lender during the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal period prior to the time such Revolving Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Revolving Lender shall be a Defaulting Lender. As and when applicable hereunder, the Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Facility Fee Rate during any quarter, the actual daily amount of its Commitment Capshall be computed and multiplied by the Facility Fee Rate separately for each period during such quarter that such Facility Fee Rate was in effect.

Facility Fee. TMCCThe Borrowers shall, in consideration of Fannie Mae's entering into the Related Fannie Mae Credit Enhancement Instruments and so long as any Related Fannie Mae Credit Enhancement Instrument shall remain in effect, be responsible for paying to Servicer, for the account of the Borrowers, shall pay or cause remittance to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata ShareFannie Mae, a facility fee in US Dollars equal to (the Applicable Percentage times the actual daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand"FACILITY FEE"). Notwithstanding the above, the facility fees payable to each Lender The Facility Fee shall be calculated with respect to each issue of Related Securities is set forth on the Schedule of Facility Fee Information attached hereto as Exhibit C. With respect to each Fixed Rate Bond Transaction, the Facility Fee shall be included in the actual fixed rate of interest set forth in and payable under the Related Mortgage Note. With respect to each Floating Rate Bond Transaction and each Custodial Receipts Transaction the Facility Fee shall be payable monthly, on the first day of each month (x) with respect to each Floating Rate Bond Transaction, as part of the Mortgage Note Rate under the Related Mortgage Note and (y) with respect to each Custodial Receipts Transaction, directly to Servicer on behalf of Fannie Mae as one the Obligations of the Borrowers under this Agreement. With respect to each Floating Rate Bond Transaction, the Facility Fee shall be calculated as of the last day of each month based on the amount then on deposit in the Principal Reserve Fund and the Allocated Release Price, if any, as of such Lender’s Commitment Capdate with respect to the Related Bond. The initial payment for the month in which the applicable Related Securities are issued shall be a prorated amount if the applicable Related Securities are issued on other than the first day of a month, such that proration to be determined by multiplying the fee otherwise payable for the entire month by a fraction, the numerator of which is the number of days in no event shall such month from and including the aggregate amount date on which the applicable Related Securities are issued to and including the last day of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed month and the facility fees that would have been payable to denominator of which is the number of days in such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Capmonth.

Facility Fee. TMCC, for the account During such times in which clause (b) of the Borrowersdefinition of “Applicable Percentage” shall be applicable, shall the Parent Borrower agrees to pay or cause to be paid to the Administrative Agent for the account ratable benefit of each Applicable Tranche Lender in accordance with its Pro Rata Sharethe Revolving Lenders, a facility fee in US Dollars at a per annum rate equal to the Applicable Percentage times the actual daily amount of the Aggregate Revolving Commitments of (as such Applicable Tranche Lendersamount may be reduced pursuant to Section 2.07 above), regardless of usage (usage, or, if the Aggregate Revolving Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount outstanding amount of all Loans and Revolving Loans, Swing Line Loans of such Applicable Tranche Lender made to and L/C Obligations, (the applicable Borrower(s“Facility Fee” and collectively, for all the Revolving Lenders, the “Facility Fees”)). To the extent applicable, which fee the Facility Fee shall accrue at all times during the Tranche A Availability Revolving Commitment Period (and thereafter for so long as any Revolving Obligations remain outstanding) when clause (b) of such Lender, the Tranche B Availability Period definition of such Lender, or the Tranche C Availability Period of such Lender, as “Applicable Percentage” shall be applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower Obligations shall remain outstanding), including at any time periods during which one or more of the conditions to Extensions of Credit in Article IV is Section 4.02 may not be met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after calendar quarter during which clause (b) of the Closing Datedefinition of “Applicable Percentage” shall be applicable, and on the Revolving Loan Maturity Date of such Applicable Tranche Lender Date, as applicable (and, if applicable, thereafter on demand). Notwithstanding ; provided, that, pursuant to Section 2.17(a)(iii), (i) no Facility Fee shall accrue on the above, the facility fees payable to each Revolving Commitment of a Defaulting Lender so long as such Revolving Lender shall be calculated a Defaulting Lender and (ii) any Facility Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Revolving Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Parent Borrower so long as such Revolving Lender shall be a Defaulting Lender’s Commitment Cap, such that . The Administrative Agent shall distribute the Facility Fee to the Revolving Lenders pro rata in no event shall accordance with the aggregate amount respective Revolving Commitments of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment CapRevolving Lenders.

Facility Fee. TMCC(a) The Borrower agrees to pay to the Administrative Agent, for the account of the BorrowersLenders in accordance with each Lender's Commitment Percentage, a fee (the "Facility Fee"), from the Effective Date through the Maturity Date for Revolving Credit Loans made as Conventional Advances, computed as follows: an amount, determined periodically as hereinafter set forth, equal to the product of (i) the Applicable Facility Fee Percentage times (ii) the average daily Total Commitment Amount during such period. The Facility Fee shall be payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the first such day following the Effective Date, on any optional reduction of the Total Commitment Amount, and on the Maturity Date for Revolving Credit Loans made as Conventional Advances. The Facility Fee (and the Applicable Facility Fee Percentage) shall be calculated on the basis of a 360 day year for the actual number of days elapsed without regard to the amount of Loans outstanding during any period for which the Facility Fee is computed. (b) The Borrower agrees to pay or cause to be paid (i) to the Administrative Agent for the account of each Applicable Tranche Lender a participation fee with respect to its participations in accordance with its Pro Rata ShareLetters of Credit, a facility fee in US Dollars which shall accrue at rate per annum equal to the Applicable Percentage times Margin on the actual average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Aggregate Commitments period from and including the Effective Date but excluding the later of the date on which such Applicable Tranche Lenders, regardless of usage Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made ii) to the applicable Borrower(s))Issuing Bank, which fee shall accrue at all times during the Tranche A Availability Period of such Lenderfor its own account, the Tranche B Availability Period of such LenderIssuing Bank's standard fronting fees with respect to the issuance, amendment, renewal or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments extension of any Applicable Tranche Lender that is a Defaulting LenderLetter of Credit or processing of drawings thereunder. Facility Accrued participation fees and fronting fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year, commencing with on the first such date to occur after the Closing Date, and date hereof; provided that all such fees shall be payable on the Revolving Maturity Date of date on which the Commitments terminate and any such Applicable Tranche Lender (and, if applicable, thereafter fees accruing after the date on which the Commitments terminate shall be payable on demand). Notwithstanding the above, the facility All other fees payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount of the facility fees paid to any Lender Issuing Bank pursuant to this Section 2.8(aparagraph shall also be payable on demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed. (c) exceed the facility The Borrower agrees to pay any other fees that would have been payable to any Credit Party under any separate agreement at the times so agreed upon in such Lender if separate agreements. (d) All fees and other amounts payable under paragraphs (a) and (b) of this Section shall be paid on the aggregate amount of such Lender’s Commitments were equal dates due, in immediately available funds, to the amount Administrative Agent for distribution, in the case of its Commitment Capthe Facility Fee and participation fees described therein, and other fees and amounts payable under this Section shall be paid directly to the Credit Party to whom such fees and other amounts are payable. Fees and other amounts paid shall not be refundable under any circumstances.

Facility Fee. TMCC, for the account of the Borrowers, shall The Company agrees to pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee (the “Facility Fee”) on the average daily amount (whether used or unused) of such Lender’s Revolving Credit Commitment from the Effective Date (in US Dollars the case of each Bank) and from the effective date specified in the Assignment and Assumption or the Assumption Agreement, as applicable, pursuant to which it became a Lender (in the case of each such Lender) until the earlier of the Commitment Termination Date applicable to such Lender and the Termination Date (or such later date on which the Advances made by such Lender have been paid in full and the participations in Letters of Credit of such Lender have been terminated, but payable on the outstanding principal amount of such Advances and the aggregate Available Amount of outstanding Letters of Credit) at a rate per annum equal to the Applicable Percentage times the actual daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made Facility Fee Rate as in effect from time to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee time. Accrued Facility Fees shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, December and on the Revolving Maturity Termination Date (or such later date on which the Advances made by such Lender have been paid in full and the participations in Letters of Credit of such Applicable Tranche Lender (andhave been terminated, if applicablebut payable on the outstanding principal amount of such Advances and the aggregate Available Amount of outstanding Letters of Credit); provided that, thereafter on demandexcept as provided in Section 2.19(a)(iii). Notwithstanding the above, the facility fees payable to each no Defaulting Lender shall be calculated with entitled to receive any facility fee in respect of its Revolving Credit Commitment for any period during which that Lender is a Defaulting Lender (and the Company shall not be required to pay such Lender’s Commitment Cap, such fee that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that otherwise would have been payable required to such Lender if have been paid to that Defaulting Lender), other than a facility fee, as described above, on the aggregate principal amount of Advances funded by such Lender’s Commitments were equal Defaulting Lender outstanding from time to the amount of its Commitment Captime.

Facility Fee. TMCC(a) (i) With respect to the US Tranche Revolving Commitments, for the account of the Borrowers, shall Company agrees to pay or cause to be paid to the Administrative Agent for the account of each Applicable US Tranche Revolving Lender in accordance with its Pro Rata Share, a facility fee in for the period from and including the Effective Date to but excluding the US Dollars equal Tranche Revolving Termination Date, or such earlier date on which the US Tranche Revolving Commitments shall terminate as provided herein, and (ii) with respect to the Multicurrency Tranche Revolving Commitments, each Borrower agrees to pay to the Administrative Agent for the account of each Multicurrency Tranche Revolving Lender such Borrower’s Applicable Percentage times of a facility fee for the actual period from and including the Effective Date to but excluding the Multicurrency Tranche Revolving Termination Date, or such earlier date on which the Multicurrency Tranche Revolving Commitments shall terminate as provided herein, in each case computed at the Facility Fee Rate in effect from time to time on the average daily amount of the Aggregate Commitments Revolving Commitment (used and unused) of the applicable Class of such Applicable Revolving Lender during the period for which payment is made (or after the US Tranche LendersRevolving Termination Date or the Multicurrency Tranche Revolving Termination Date, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminatedas applicable, on the Outstanding Amount average daily amount of all Loans and Swing Line Loans the US Tranche Revolving Exposure or the Multicurrency Tranche Revolving Exposure, as applicable, of such Applicable Tranche Lender made to the applicable Borrower(s)Revolving Lender), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember and on the US Tranche Revolving Termination Date or the Multicurrency Tranche Revolving Termination Date, as applicable, or such earlier date on which the US Tranche Revolving Commitments or Multicurrency Tranche Revolving Commitments, as applicable, shall terminate as provided herein, commencing with on the first of such date dates to occur after the Closing Effective Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Cap.

Facility Fee. TMCCIf, for any month during the Term, the daily unpaid balance of the sum of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit (the "Usage Amount") does not equal the Maximum Revolving Advance Amount, then Borrowers shall pay to Agent, for the account ratable benefit of Lenders holding the BorrowersRevolving Commitments based on their Revolving Commitment Percentages, a fee at a rate equal to the Unused Line Fee for each such day the amount by which the Maximum Revolving Advance Amount on such day exceeds such Usage Amount (the "Facility Fee"). Such Facility Fee shall be payable to Agent in arrears on the first (1st) day of each month with respect to the previous month. Collateral Evaluation Fee and Fee Letter. Borrowers shall pay or cause to be paid to the Administrative Agent (solely for its account and not the account of each Applicable Tranche Lender in accordance with its Pro Rata Shareany Lenders) promptly at the conclusion of any collateral evaluation performed by or for the benefit of Agent – namely any field examination, collateral analysis or other business analysis, the need for which is to be determined by Agent and which evaluation is undertaken by Agent or for Agent's benefit - a facility collateral evaluation fee in US Dollars an amount equal to $1,250 (or such other amount customarily charged by Agent to its customers) per day for each person employed to perform such evaluation, plus a per examination manager review fee (whether such examination is performed by Agent's employees or by a third party retained by agent) in the Applicable Percentage times the actual daily amount of $1,500 (or such other amount customarily charged by Agent to its customers), plus all costs and disbursements incurred by Agent in the Aggregate Commitments performance of such Applicable Tranche Lendersexamination or analysis, regardless and further provided that if third parties are retained to perform such collateral evaluations by Agent, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans Borrowers and Swing Line Loans of such Applicable Tranche Lender made shall not be subject to the applicable Borrower(s))foregoing limits; provided, which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter that so long as any Loans or Swing Line Loans no Event of Default shall have occurred during a calendar year, Borrowers shall not be obligated to reimburse Agent for more than one (1) field examination in such Applicable Tranche Lenders made calendar year (increasing to any Applicable Borrower remain outstanding, including two (2) field examinations in a calendar year if at any time during which one or more such calendar year Undrawn Availability is less than fifteen percent (15.0%) of the conditions Maximum Loan Amount for five (5) consecutive Business Days, except for field examinations conducted in Article IV is connection with a proposed Permitted Acquisition (whether or not met; provided that no such fee consummated). Borrowers shall pay the amounts required to be paid in the Fee Letter in the manner and at the times required by the Fee Letter. All of the reasonable and documented fees and out-of-pocket costs and expenses of any appraisals conducted pursuant to Section 4.7 hereof shall be paid on the unused Tranche A Commitmentsfor when due, unused Tranche B Commitments in full and without deduction, off-set or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Capcounterclaim by Borrowers.

Facility Fee. TMCC, for the account of the Borrowers, shall The Borrowers agree to pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Percentage times the actual daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated with respect to consideration for such Lender’s Commitment CapRevolving Credit Commitments, such that in no event shall a nonrefundable facility fee (the “Facility Fee”) on the aggregate amount of Revolving Credit Commitments, whether used or unused, for the facility fees paid to any Lender pursuant to this Section 2.8(aperiod from the Closing Date until (but excluding) exceed the facility fees that would have been payable to Expiration Date; provided that, if such Lender if continues to have any Revolving Credit Loans outstanding after its Revolving Credit Commitment terminates or expires, then such Facility Fee shall continue to accrue on the aggregate daily outstanding principal amount of such Lender’s Revolving Credit Loans from and including the date on which its Revolving Credit Commitment terminates or expires until the date on which such Lender ceases to have any Revolving Credit Loans outstanding. The accrued Facility Fees pursuant to this Section 2.3 shall be payable quarterly and on the date the Revolving Credit Commitments were equal are terminated (and, if later, on the date the Revolving Credit Loans shall be repaid in their entirety); provided that any Facility Fees accruing after the date on which the Commitments terminate shall be payable on demand. The Facility Fee for a particular quarter shall be set forth on Schedule 1.1(A) under the column entitled “Facility Fee” and shall be based upon the Debt Rating of the Company as set forth thereon. The foregoing notwithstanding, any Facility Fee accrued with respect to the amount Revolving Credit Commitment of its 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 except to the extent that such Facility Fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided further that no Facility Fee shall accrue with respect to the Revolving Credit Commitment Capof a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

Facility Fee. TMCC, for the account During such times in which clause (b) of the Borrowersdefinition of “Applicable Percentage” shall be applicable, shall the Borrower agrees to pay or cause to be paid to the Administrative Agent for the account ratable benefit of each Applicable Tranche Lender in accordance with its Pro Rata Sharethe Revolving Lenders, a facility fee in US Dollars at a per annum rate equal to the Applicable Percentage times the actual daily amount of the Aggregate Revolving Commitments of (as such Applicable Tranche Lendersamount may be reduced pursuant to Section 2.07 above), regardless of usage (usage, or, if the Aggregate Revolving Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount outstanding amount of all Loans and Revolving Loans, Swing Line Loans of such Applicable Tranche Lender made to and L/C Obligations, (the applicable Borrower(s“Facility Fee” and collectively, for all the Revolving Lenders, the “Facility Fees”)). To the extent applicable, which fee the Facility Fee shall accrue at all times during the Tranche A Availability Revolving Commitment Period (and thereafter for so long as any Revolving Obligations remain outstanding) when clause (b) of such Lender, the Tranche B Availability Period definition of such Lender, or the Tranche C Availability Period of such Lender, as “Applicable Percentage” shall be applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower Obligations shall remain outstanding), including at any time periods during which one or more of the conditions to Extensions of Credit in Article IV is Section 4.02 may not be met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after calendar quarter during which clause (b) of the Closing Datedefinition of “Applicable Percentage” shall be applicable, and on the Revolving Loan Maturity Date of such Applicable Tranche Lender Date, as applicable (and, if applicable, thereafter on demand). Notwithstanding ; provided, that, pursuant to Section 2.17(a)(iii), (i) no Facility Fee shall accrue on the above, the facility fees payable to each Revolving Commitment of a Defaulting Lender so long as such Revolving Lender shall be calculated a Defaulting Lender and (ii) any Facility Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Revolving Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Revolving Lender shall be a Defaulting Lender’s Commitment Cap, such that . The Administrative Agent shall distribute the Facility Fee to the Lenders pro rata in no event shall accordance with the aggregate amount respective Commitments of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment CapLenders.

Facility Fee. TMCCDuring the time, from time to time, that the Borrower maintains an Investment Grade Credit Rating, the Borrower shall pay to the Payment and Disbursement Agent, for the account of the Borrowers, shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Lenders based on their respective Pro Rata ShareShares, a facility fee in US Dollars (the "FACILITY FEE"), accruing at a per annum rate equal to the Applicable then applicable Facility Fee Percentage times on the actual daily amount Maximum Revolving 85 Credit Amount, such fee being payable quarterly, in arrears, commencing on the first day of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if fiscal quarter next succeeding the Aggregate Commitments of such Applicable Tranche Lenders have terminated, Closing Date and on the Outstanding Amount first day of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and each fiscal quarter thereafter for so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable the Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, maintains an Investment Grade Credit Rating and on the Revolving Maturity Date Credit Termination Date; provided, however, that in the event that the Borrower loses its Investment Grade Credit Rating during any fiscal quarter, the Facility Fee shall be payable only for the portion of such Applicable Tranche Lender (and, if applicable, thereafter on demand)fiscal quarter during which Borrower maintained an Investment Grade Credit Rating. Notwithstanding the aboveforegoing, in the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, (A) such Lender shall not be entitled to any portion of the Facility Fee with respect to its Revolving Credit Commitment until such failure has been cured in accordance with SECTION 4.2(b)(v)(B) and (B) until such time, the facility fees payable to each Lender Facility Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata Shares of such requested Loan, shall be allocated among such performing Lenders ratably based upon their relative Revolving Credit Commitments, and shall be calculated based upon the average amount by which the aggregate Revolving Credit Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, and (II) the outstanding Reimbursement Obligations owing to such performing Lenders, and (III) the aggregate participation interests of such performing Lenders arising pursuant to SECTION 3.1(e) with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount undrawn and outstanding Letters of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment CapCredit.

Facility Fee. TMCC(a) Each Borrower, jointly and severally, hereby irrevocably and unconditionally agrees to pay the Tranche A-1 Lenders, for their account (to be shared ratably among the account Tranche A-1 Lenders), on the earliest of (i) the Tranche A-1 Maturity Date, (ii) the date on which the Tranche A-1 Loans are paid in full in cash, and (iii) the date on which the Tranche A-1 Lenders exercise their rights under Article XVIII (such earliest date, the “Tranche A-1 Facility Fee Payment Date”), a fee (the “Tranche A-1 Facility Fee”), in an amount that results in a Tranche A-1 Total Repayment Return (after giving effect to any interest on the Tranche A-1 Loans paid on such date) equal to a rate which is 100 basis point higher that the interest rate applicable to the Tranche A-1 Loans pursuant to Section 4.1(a) in respect of the Borrowers, shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Percentage times the actual daily amount of the Aggregate Commitments Tranche A-1 Loans required to be repaid (including by way of conversion pursuant to Article XVIII) on such Applicable date. The Tranche A-1 Facility Fee shall be in addition to (and not in lieu of) any other fees due and payable to the Tranche A-1 Lenders on the Tranche A-1 Facility Fee Payment Date. (b) Each Borrower, jointly and severally, hereby irrevocably and unconditionally agrees to pay the Tranche A-2 Lenders, regardless of usage for their account (or, if to be shared ratably among the Aggregate Commitments of such Applicable Tranche Lenders have terminatedA-2 Lenders), on the Outstanding Amount earliest of all (i) the Tranche A-2 Maturity Date, (ii) the date on which the Tranche A-2 Loans are paid in full in cash, and Swing Line (iii) the date on which the Tranche A-2 Lenders exercise their rights under Article XVIII (such earliest date, the “Tranche A-2 Facility Fee Payment Date”), a fee (the “Tranche A-2 Facility Fee”), in an amount that results in a Tranche A-2 Total Repayment Return (after giving effect to any interest on the Tranche A-2 Loans of paid on such Applicable Tranche Lender made date) equal to a rate which is 100 basis point higher that the interest rate applicable to the applicable Borrower(s)Tranche A-2 Loans pursuant to Section 4.1(a) in respect of the amount of the Tranche A-2 Loans required to be repaid (including by way of conversion pursuant to Article XVIII) on such date. The Tranche A-2 Facility Fee shall be in addition to (and not in lieu of) any other fees due and payable to the Tranche A-2 Lenders on the Tranche A-2 Facility Fee Payment Date. (c) Each Borrower, jointly and severally, hereby irrevocably and unconditionally agrees to pay the Tranche B-1 Lenders, for their account (to be shared ratably among the Tranche B-1 Lenders), which fee shall accrue at all times during on the earliest of (i) the Tranche A Availability Period of B-1 Maturity Date, (ii) the date on which the Tranche B-1 Loans are paid in full in cash, and (iii) the date on which the Tranche B-1 Lenders exercise their rights under Article XVIII (such Lenderearliest date, the “Tranche B Availability Period B-1 Facility Fee Payment Date”), a fee (the “Tranche B-1 Facility Fee”), in an amount equal to 1.75% of the Tranche B-1 Commitment as of the Closing Date (prior to giving effect to any borrowing of the Tranche B-1 Loans on such Lenderdate). The Tranche B-1 Facility Fee shall be in addition to (and not in lieu of) any other fees due and payable to the Tranche B-1 Lenders on the Tranche B-1 Facility Fee Payment Date. (d) Each Borrower, or jointly and severally, hereby irrevocably and unconditionally agrees to pay the Tranche B-2 Lenders, for their account (to be shared ratably among the Tranche B-2 Lenders), on the earliest of (i) the Tranche B-2 Maturity Date, (ii) the date on which the Tranche B-2 Loans are paid in full in cash, and (iii) the date on which the Tranche B-2 Lenders exercise their rights under Article XVIII (such earliest date, the “Tranche B-2 Facility Fee Payment Date”), a fee (the “Tranche B-2 Facility Fee”), in an amount equal to 1.75% of the Tranche B-2 Commitment as of the Closing Date (prior to giving effect to any borrowing of the Tranche B-2 Loans on such date). The Tranche B-2 Facility Fee shall be in addition to (and not in lieu of) any other fees due and payable to the Tranche B-2 Lenders on the Tranche B-2 Facility Fee Payment Date. (e) Each Borrower, jointly and severally, hereby irrevocably and unconditionally agrees to pay the Tranche C Availability Period Lenders, for their account (to be shared ratably among the Tranche C Lenders), on the earlier of (i) the Tranche C Maturity Date, and (ii) the date on which the interest on the Tranche C Loans is paid in full in cash (such Lenderearlier date, the “Tranche C Facility Fee Payment Date”), a fee (the “Tranche C Facility Fee”), in an amount equal to 1.75% of the Tranche C Commitment as applicable of the Closing Date (prior to giving effect to any borrowing of the Tranche C Loans on such date). The Tranche C Facility Fee shall be in addition to (and thereafter so long as not in lieu of) any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility other fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears to the Tranche C Lenders on the last Business Day Tranche C Facility Fee Payment Date. (f) Each Borrower, jointly and severally, hereby irrevocably and unconditionally agrees to pay the Tranche D Xxxxxxx, for their account (to be shared ratably among the Tranche D Lenders), on the earlier of each March, June, September and December, commencing with (i) the first such date to occur after the Closing Tranche D Maturity Date, and (ii) the date on which the interest on the Revolving Maturity Tranche D Loans is paid in full in cash (such earlier date, the “Tranche D Facility Fee Payment Date”), a fee (the “Tranche D Facility Fee”), in an amount equal to 1.75% of the Tranche D Commitment as of the Closing Date (prior to giving effect to any borrowing of the Tranche D Loans on such Applicable Tranche Lender (and, if applicable, thereafter on demanddate). Notwithstanding The Tranche D Facility Fee shall be in addition to (and not in lieu of) any other fees due and payable to the aboveTranche D Lenders on the Tranche D Facility Fee Payment Date. (g) Each Borrower, jointly and severally, hereby irrevocably and unconditionally agrees to pay the Tranche E Lenders, for their account (to be shared ratably among the Tranche E Lenders), on the earlier of (i) the Tranche E Maturity Date, and (ii) the date on which the interest on the Tranche E Loans is paid in full in cash (such earlier date, the facility “Tranche E Facility Fee Payment Date”), a fee (the “Tranche E Facility Fee”), in an amount equal to 1.75% of the Tranche E Commitment as of the Amendment No. 1 Effective Date (prior to giving effect to any borrowing of the Tranche E Loans on such date). The Tranche E Facility Fee shall be in addition to (and not in lieu of) any other fees due and payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount of Tranche E Lenders on the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment CapTranche E Facility Fee Payment Date.

Facility Fee. TMCCThe Borrower shall pay to the Administrative Agent, for the account of the Borrowers, shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee in US Dollars (the “Facility Fee”) at a rate per annum equal to the product of (i) the Applicable Percentage Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Revolving Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)L/C Obligations), which fee regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstandingPeriod, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date; provided, that (A) no Facility Fee shall accrue on the Revolving Maturity Date Commitment of a Defaulting Lender so long as such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated a Defaulting Lender and (B) any Facility Fee accrued with respect to such Lender’s the Revolving Commitment Cap, such that in no event shall of a Defaulting Lender during the aggregate amount of period prior to the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to 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 Facility Fee shall be calculated quarterly in arrears, and if there is any change in the aggregate Applicable Rate during any quarter, the actual daily amount of shall be computed and multiplied by the Applicable Rate separately for each period during such Lender’s Commitments were equal to the amount of its Commitment Capquarter that such Applicable Rate was in effect.

Facility Fee. TMCC, 1. Seller shall provide the capital funding for the account Conversion Project, in accordance with the Conversion Project Capital Budget, and Buyer shall, in addition to payment for ANS, IGAN and Maintenance and Capital Expenditures as provided for in this Article, repay, in equal Monthly installments, such capital amount with interest at an annual interest rate of *** (such amount plus such interest, the “Facility Fee”). The principal portion of the BorrowersFacility Fee shall include all engineering, shall pay procurement, construction, erection, installation and Commissioning work, services, equipment, machinery and materials costs actually incurred by Seller or cause Buyer and paid by Seller prior to the Effective Date hereof or to be paid by Seller in the ordinary course after the Effective Date directly in connection with the Conversion Project. Buyer shall begin making the Facility Fee payments on the earlier to occur of Commissioning and ************. Buyer shall nominate, prior to the Administrative Agent for earlier to occur of Commissioning and ************, the account length of each Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Percentage times term over which the actual daily principal amount of the Aggregate Commitments Facility Fee shall be repaid, such term not to be less than ********* and nor more than ************. At any time during the nominated term, Buyer shall have the option to prepay the remaining unpaid balance of the principal amount and the unpaid interest accrued to the date of such Applicable Tranche Lenderspayment on the unpaid principal balance. 2. Buyer shall be responsible for payment of the Facility Fee attributable to the portion of the Conversion Project Capital Budget actually spent by Seller until all principal and interest accrued and owing is repaid in full, regardless of usage whether the Facility is Commissioned, except in the events that (ori) Buyer terminates the Conversion Agreement pursuant to Section 3.2 thereof, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made prior to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more Commissioning of the conditions Facility by reason of Seller’s breach of that Agreement as finally determined under Article X thereof; (ii) the Facility cannot be Commissioned due to Seller’s negligence in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitmentsengineering, unused Tranche B Commitments procurement, construction, erection, installation or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount start-up of the facility fees paid Facility as finally determined under Article X of the Conversion Agreement; (iii) Buyer’s obligation to any Lender pay the Facility Fee is reduced pursuant to Section III.C.4. of this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Cap.Agreement; or

Facility Fee. TMCC(1) The Borrower shall pay the Facility Fee, which shall be calculated on a daily pro-rated basis for each Facility Fee Calculation Period and by multiplying the account Commitment Amount during the relevant Facility Fee Calculation Period by the Facility Fee Rate, to the Agent on the commencement date of the BorrowersFacility Fee Calculation Period pursuant to Article 18. Except for those cases described in Paragraph (2) through (5) below, no Lender is required to refund the Facility Fee once received. (2) If any Disbursement Suspension Event has occurred, the Borrower shall not be required to pay or cause to be paid to the Administrative Agent for Lenders, of the account of each Applicable Tranche Lender Facility Fee in accordance with its Pro Rata Share, a facility fee in US Dollars equal relation to the Applicable Percentage times Disbursement Suspension Period, the actual amount (fractions less than one (1) yen shall be rounded down) calculated on a daily basis by multiplying the total amount of the Aggregate Commitments Unused Commitment Amount on each day during the Disbursement Suspension Period by the Facility Fee Rate and dividing the product by 365. If any Lender has already received any Facility Fee to which such a Lender is not entitled hereunder, such a Lender shall refund such amount to the Borrower by remitting it directly to the Syndicate Account immediately after the termination of the Disbursement Suspension Period. (3) If the Commitment of a Lender with Increased Costs is terminated pursuant to Article 10 hereof, the Borrower shall not be required to pay to such a Lender with Increased Costs, of the Facility Fee in relation to the period after the termination of the Commitment of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche a Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lenderwith Increased Costs, the Tranche B Availability Period of such Lender, or amount calculated on a daily basis by multiplying the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more total amount of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated Unused Commitment Amount with respect to such Lender’s a Lender on each day during the period from (and including) the following day of the termination date of the Commitment Cap, of such a Lender with Increased Costs through to (and including) the last day of the Facility Fee Calculation Period during which the termination of the Commitment takes place (provided that the Commitment of the Lender with Increased Costs is deemed effective after the termination of the Commitment to the extent necessary in no event shall calculating the aggregate amount of the facility fees paid Facility Fee that the Borrower shall not be required to any Lender pay pursuant to this Section 2.8(aArticle 15(3)) exceed by the facility fees that would have been payable Facility Fee Rate and dividing the product by 365. If any Lender with Increased Costs has already received any Facility Fee to which such a Lender is not entitled hereunder, such a Lender with Increased Costs shall refund such amount to the Borrower immediately after the day when all obligations of the Borrower owed to such a Lender if with Increased Costs hereunder are repaid. (4) If the aggregate Commitment of any Lender is terminated pursuant to Article 32(2) hereof, the Borrower shall not be required to pay to such a Lender, of the Facility Fee in relation to the period after the termination of the Commitment of such a Lender, the amount calculated on a daily basis by multiplying the total amount of the Unused Commitment Amount with respect to such Lender’s Commitments were equal a Lender on each day during the period from (and including) the following day of the termination of the Commitment of such a Lender through to (and including) the last day of Facility Fee Calculation Period during which the termination takes place (provided that the Commitment of such a Lender is deemed effective after the termination of the Commitment to the extent necessary in calculating the amount of its the Facility Fee that the Borrower shall not be required to pay pursuant to this Article 15(4)) by the Facility Fee Rate and dividing the product by 365. If any Lender has already received any Facility Fee to which such a Lender is not entitled hereunder, such a Lender shall refund such amount to the Borrower immediately after the day when all obligations of the Borrower owed to such a Lender hereunder are repaid. (5) If the Borrower terminates the whole Commitment Capof the Lenders or reduces in whole or part the Total Commitment Amount pursuant to Article 2(5) hereof, the Borrower shall not be required to pay to such Lender, of the Facility Fee in relation to the period after the termination or the reduction, the amount calculated on a daily basis by multiplying the Terminated Amount with respect to such Lenders on each day during the period from (and including) the following day of the termination or the reduction of the Commitment of such Lenders through to (and including) the last day of Facility Fee Calculation Period during which the termination or the reduction takes place by the Facility Fee Rate and dividing the product by 365. If any Lender has already received any Facility Fee to which such a Lender is not entitled hereunder, such a Lender shall refund such amount to the Borrower immediately after the termination or the reduction. For the purpose hereof, the “Terminated Amount” means in respect of each Lender such amount as will be obtained by subtracting from the Commitment Amount allocated to a Lender before the termination or the reduction the larger of (i) the Commitment Amount allocated to such a Lender after the termination or the reduction, or (ii) the total principal amount of the Individual Advance Payable Amount for such a Lender on the assumption that the prepayment shall not be made before the Maturity Date,.

Facility Fee. TMCC, for the account of the Borrowers, The Borrower shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Post-First Amendment and Restatement Synthetic L/C Lender in accordance with its Pro Rata ShareShare of the amounts on deposit in the Post-First Amendment and Restatement Credit-Linked Deposit Account, a facility fee in US Dollars equal to the sum of (A) the Applicable Percentage Rate with respect to Post-First Amendment and Restatement Synthetic L/C facility fees times the actual daily amount of such Post-First Amendment and Restatement Synthetic L/C Lender’s Post-First Amendment and Restatement Credit-Linked Deposit and (B) the Aggregate Commitments of Post-First Amendment and Restatement Credit-Linked Deposit Cost Amount for such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which period. The facility fee shall accrue at all times during from the Tranche A Availability Period of such Lender, First Amendment and Restatement Effective Date until the Tranche B Availability Period of such Lender, or Maturity Date for the Tranche Post-First Amendment and Restatement Synthetic L/C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstandingFacility, including at any time during which one or more of the conditions in Article IV 4 is not met; provided , and shall be due and payable on each Interest Payment Date with respect to Post-First Amendment and Restatement Credit-Linked Deposits, and on any date on which any Post-First Amendment and Restatement Credit-Linked Deposit is terminated and the funds therein returned to such Lenders. For the avoidance of doubt, facility fees on Credit-Linked Deposits (as defined in the Original Credit Agreement) that no such fee have been converted to Original Post-First Amendment and Restatement Credit-Linked Deposits pursuant to the provisions of the First Amended and Restated Credit Agreement that shall have accrued and shall have been unpaid prior to the occurrence of the First Amendment and Restatement Effective Date shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Interest Payment Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated with respect applicable to such Lender’s Commitment Cap, such that in no event shall Original Post-First Amendment and Restatement Credit-Linked Deposits following the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment CapFirst Amendment and Restatement Effective Date.

Facility Fee. TMCC, for the account of the Borrowers, shall The Company agrees to pay or cause to be paid to the Administrative Agent at its Principal Office for the account of each Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal U.S. Dollars, for the period from the Closing Date to the Applicable Percentage times Termination Date, at the actual Facility Fee Rate in effect from time to time of such Lender’s Pro Rata Share (as adjusted from time to time) of the Commitments (whether used or unused); provided, that (i) any facility fee accrued with respect to any of the unfunded Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall be payable by the Company so long as such facility fee shall otherwise have been due and payable by the Company prior to such time of such Lender becoming a Defaulting Lender, (ii) facility fees shall continue to accrue on the amount of the Commitment of a Defaulting Lender only to the extent of the Revolving Exposure of such Defaulting Lender and (iii) if a Lender continues to have any Revolving Exposure after its Commitment terminates, then facility fees shall continue to accrue on the daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, ’s Revolving Exposure from and including the Tranche B Availability Period of date on which its Commitment terminates to but excluding the date on which such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as Lender ceases to have any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting LenderRevolving Exposure. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears 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, calendar quarter and on the Revolving Maturity Termination Date of for any period then ending for which such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall not have previously been paid. The facility fee shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall computed for the aggregate amount actual number of days elapsed on the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount basis of such Lender’s Commitments were equal to the amount a year of its Commitment Cap360 days.

Facility Fee. TMCC(a) The Borrower agrees to pay to the Administrative Agent, for the account of the Borrowers, shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender Lenders in accordance with its Pro Rata Shareeach Lender's Commitment Percentage, a facility an annual fee in US Dollars (the "FACILITY FEE"), from the Effective Date through the Maturity Date, computed as follows: while any Loans are outstanding, an amount, determined periodically as hereinafter set forth, equal to the product of (i) the Applicable Facility Fee Percentage times (ii) the actual average daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee Total Commitment Amount. The Facility Fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated payable in quarterly in arrears, and are due and payable quarterly installments in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year, commencing with on the first such date to occur after day following the Closing Effective Date, on any termination of the Total Commitment Amount, and on the Revolving Maturity Date of such Date. The Facility Fee (and the Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender Facility Fee Percentage) shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall on the aggregate amount basis of a 360 day year for the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount actual number of such Lender’s Commitments were equal days elapsed without regard to the amount of its Commitment CapLoans outstanding during any period for which the Facility Fee is computed. (b) The Borrower agrees to pay to FNB and Lead Arranger on the Effective Date a commitment and loan structuring fee (the "FNB Fee"), as provided in the Agreement Regarding Fees. FNB shall pay to the other Lenders a commitment and loan structuring fee in accordance with their separate agreement. (c) The Borrower agrees to pay any other fees payable to any Credit Party under any separate agreement at the times so agreed upon in such separate agreements. (d) The FNB Fee shall be paid on the date due, in immediately available funds, to FNB. All fees and other amounts payable under paragraph (a) of this Section shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of the Facility Fee and participation fees described therein, and other fees and amounts payable under this Section shall be payable directly to the Credit Party to whom such fees and other amounts are payable. The FNB Fee, the Facility Fee and all other fees and amounts paid shall not be refundable under any circumstances.

Facility Fee. TMCC, for the account of the Borrowers, (i) The Company shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche 1 Lender in accordance with its Pro Rata ShareApplicable Tranche 1 Percentage, a facility fee in US U.S. Dollars equal to the Applicable Percentage Rate times the actual daily amount of the Aggregate Tranche 1 Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Tranche 1 Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Tranche 1 Loans, Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)and L/C Obligations), which regardless of usage, subject to adjustment as provided in Section 2.18. The facility fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Tranche 1 Loans, Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date last day of such Applicable Tranche Lender the Availability Period (and, if applicable, thereafter on demand). (ii) The Company shall pay to the Administrative Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a facility fee in U.S. Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Tranche 2 Commitments (or, if the Aggregate Tranche 2 Commitments have terminated, on the Outstanding Amount of all Tranche 2 Loans), regardless of usage, subject to adjustment as provided in Section 2.18. Notwithstanding The facility fee shall accrue at all times during the aboveAvailability Period (and thereafter so long as any Tranche 2 Loans remain outstanding), (iii) The Company shall pay to the Administrative Agent for the account of each Tranche 3 Lender in accordance with its Applicable Tranche 3 Percentage, a facility fee in U.S. Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Tranche 3 Commitments (or, if the Aggregate Tranche 3 Commitments have terminated, on the Outstanding Amount of all Tranche 3 Loans), regardless of usage, subject to adjustment as provided in Section 2.18. The facility fees fee shall accrue at all times during the Availability Period (and thereafter so long as any Tranche 3 Loans remain outstanding), 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 March, June, September and December, commencing with the first such date to each Lender occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). (iv) The facility fee shall be calculated with respect to 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 Lender’s Commitment Cap, quarter that such that Applicable Rate was in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Capeffect.

Facility Fee. TMCC, for the account of the Borrowers, The Borrower shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Dollar Lender in accordance with its Pro Rata ShareApplicable Dollar Percentage, a facility fee in US Dollars equal to the Applicable Percentage Rate times the actual daily amount of the Aggregate Commitments of such Applicable Dollar Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Dollar Tranche Lenders have has terminated, on the Outstanding Amount of all Dollar Loans and Swing Line Loans Dollar L/C Obligations), regardless of such Applicable Tranche Lender made usage. The Borrower shall pay to the applicable Borrower(s)Administrative Agent for the account of each Multicurrency Lender in accordance with its Applicable Multicurrency Percentage, a facility fee equal to the Applicable Rate times the actual daily amount of the Multicurrency Tranche (or, if the Multicurrency Tranche has terminated, on the Outstanding Amount of all Multicurrency Loans and Multicurrency L/C Obligations), which regardless of usage. The facility fee for each Revolving Credit Lender shall accrue at all times during the Tranche A applicable Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans Revolving Credit Loan or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable to such Revolving Credit Lender 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 Revolving Maturity Date last day of such Applicable Tranche Lender the applicable Availability Period (and, if applicable, thereafter on demand). Notwithstanding The Borrower shall pay to the aboveAdministrative Agent for the account of each Term Loan Lender having an outstanding Delayed Draw Term Loan Commitment, a facility fee equal to the facility fees payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall Applicable Rate times the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate actual daily amount of such Lender’s Commitments were equal Delayed Draw Term Loan Commitments. The facility fee for each Term Loan Lender shall accrue at all times on and prior to the earlier of (i) the Tanzanite Closing Date and (ii) the date the Delayed Draw Term Loan Commitment terminates in full, and shall be due and payable to such Term Loan Lender 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 earlier of the Tanzanite Closing Date or the date the Delayed Draw Term Loan Commitment terminates in full, as applicable. The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount of its Commitment Capshall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. TMCCThe Company agrees to pay to the Lender on each March 31, for June 30, September 30 and December 31 (with the account first payment being due on June 30, 2020) and on each date on which the Commitment of the BorrowersLender to make Revolving Loans shall be terminated as provided herein (and any subsequent date on which such Lender shall cease to have any outstanding Revolving Loans (any amount thereof that is outstanding, shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata Share“Credit Exposure”)), a facility fee in US Dollars (the “Facility Fee”), at a rate per annum equal to 0.30% of the Applicable Percentage times amount of the actual Commitment, whether used or unused, during the preceding quarter (or other period commencing on the Effective Date, or ending with the Maturity Date or any date on which the Commitment of the Lender shall be terminated), or, if the Lender continues to have any Credit Exposure after its Commitment terminates, on the daily amount of the Aggregate Commitments Lender’s Credit Exposure. The Facility Fee shall be computed on the basis of such Applicable Tranche Lendersthe actual number of days elapsed in a year of 365 or 366 days, regardless as the case may be, and payable in arrears. The Facility Fee due to the Lender shall commence to accrue on the Effective Date and shall cease to accrue upon any date on which the Commitment of usage (the Lender to make Revolving Loans shall be terminated or, if the Aggregate Commitments of such Applicable Tranche Lenders Lender continues to have terminatedany Credit Exposure after its Commitment terminates, on the Outstanding Amount date that the Lender ceases to have any Credit Exposure. Notwithstanding any provision of all Loans and Swing Line Loans of such Applicable Tranche Lender made this Agreement to the applicable Borrower(s))contrary, which fee shall accrue at all times during if the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is becomes a Defaulting Lender. , then the Facility fees Fee shall be calculated quarterly in arrears, and are due and payable quarterly in arrears cease to accrue on the last Business Day unfunded portion of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount of its Commitment hereunder. The Facility Fee shall be paid in arrears in U.S. dollars on the facility fees paid dates due, in immediately available funds. Once paid, the Facility Fee shall not be refundable under any circumstances in the absence of demonstrable error. The Lender shall become a “Defaulting Lender” hereunder once it (a) has failed, within three Business Days of the date required to be funded or paid, to fund any portion of its Revolving Loans, unless such Lender notifies the Company in writing that such failure is the result of the Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Company in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on the Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied), (c) has failed, within three Business Days after written request by the Company made in good faith to provide a certification in writing from an authorized officer of the Lender that it will comply with its obligations to fund prospective Revolving Loans, unless the Lender has notified the Company in writing that such failure is the result of the Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, provided that such Lender shall cease to be a Defaulting Lender pursuant to this Section 2.8(aclause (c) exceed upon the facility fees that would have been payable to such Lender if the aggregate amount Company’s receipt of such Lender’s Commitments were equal certification in form and substance reasonably satisfactory to it, or (d) has become the amount subject of its Commitment Capa Bankruptcy Event or a Bail-In Action.

Facility Fee. TMCC, for the account of the Borrowers, The Borrower shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Revolving Lender in accordance with its Pro Rata ShareRevolving Commitment Percentage, a facility fee in US Dollars (the “Facility Fee”) equal to the Applicable Percentage times product of (x) the applicable Facility Fee Rate based on the Borrower’s Investment Grade Rating as set forth in the Investment Grade Pricing Grid multiplied by (y) the actual daily amount of the Aggregate Commitments of such Applicable Tranche LendersRevolving Commitments, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made subject to the applicable Borrower(s)), which fee adjustments as provided in Section 2.16. The Facility Fee shall accrue at all such times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstandingRevolving Commitment Period, including at any time during which one or more of the conditions in Article IV Section 5 is not met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Effective Date, and on the Revolving Maturity Date Commitment Termination Date; provided that (1) no Facility Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Revolving Lender shall be calculated a Defaulting Lender and (2) any Facility Fee accrued with respect to such Lender’s the Revolving Commitment Cap, such that in no event shall of a Defaulting Lender during the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal period prior to the time such Revolving Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Revolving Lender shall be a Defaulting Lender. As and when applicable hereunder, the Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Facility Fee Rate during any quarter, the actual daily amount of its Commitment Capshall be computed and multiplied by the Facility Fee Rate separately for each period during such quarter that such Facility Fee Rate was in effect.

Facility Fee. TMCC, for the account of the Borrowers, shall The Company agrees to pay or cause to be paid to the Administrative Agent at its Principal Office for the account of each Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal U.S. Dollars, for the period from the 2019 Restatement Effective Date to the Applicable Percentage times Termination Date, at the actual Facility Fee Rate in effect from time to time of such Lender’s Pro Rata Share (as adjusted from time to time) of the Revolving Commitments (whether used or unused); provided, that (i) any facility fee accrued with respect to any of the unfunded 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 be payable by the Company so long as such facility fee shall otherwise have been due and payable by the Company prior to such time of such Lender becoming a Defaulting Lender, (ii) facility fees shall continue to accrue on the amount of the Revolving Commitment of a Defaulting Lender only to the extent of the Revolving Exposure of such Defaulting Lender and (iii) if a Lender continues to have any Revolving Exposure after its Revolving Commitment terminates, then facility fees shall continue to accrue on the daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, ’s Revolving Exposure from and including the Tranche B Availability Period of date on which its Revolving Commitment terminates to but excluding the date on which such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as Lender ceases to have any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting LenderRevolving Exposure. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears 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, calendar quarter and on the Revolving Maturity Termination Date of for any period then ending for which such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall not have previously been paid. The facility fee shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall computed for the aggregate amount actual number of days elapsed on the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount basis of such Lender’s Commitments were equal to the amount a year of its Commitment Cap360 days.

Facility Fee. TMCC, for the account During such times in which clause (b) of the Borrowersdefinition of “Applicable Percentage” shall be applicable, shall the Borrowers agree to pay or cause to be paid to the Administrative Agent for the account ratable benefit of each Applicable Tranche Lender in accordance with its Pro Rata Sharethe Lenders, a facility fee in US Dollars at a per annum rate equal to the Applicable Percentage times the actual daily amount of the Aggregate Commitments of Committed Amount (as such Applicable Tranche Lendersamount may be reduced pursuant to Section 2.07 above), regardless of usage (usage, or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount outstanding amount of all Loans and Revolving Loans, Swing Line Loans of such Applicable Tranche Lender made to and L/C Obligations, (the applicable Borrower(s“Facility Fee” and collectively, for all the Lenders, the “Facility Fees”)). To the extent applicable, which fee the Facility Fee shall accrue at all times during the Tranche A Availability Commitment Period when clause (b) of such Lender, the Tranche B Availability Period definition of such Lender, or the Tranche C Availability Period of such Lender, as “Applicable Percentage” shall be applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower Revolving Obligations shall remain outstanding), including at any time periods during which one or more of the conditions to Extensions of Credit in Article IV is Section 4.02 may not be met; provided that no such fee , and shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after calendar quarter during which clause (b) of the Closing Datedefinition of “Applicable Percentage” shall be applicable, and on the Revolving Maturity Date of such Applicable Tranche Lender Date, as applicable (and, if applicable, thereafter on demand). Notwithstanding ; provided, that, pursuant to Section 2.17(a)(iii), (i) no Facility Fee shall accrue on the above, the facility fees payable to each Commitment of a Defaulting Lender so long as such Lender shall be calculated a Defaulting Lender and (ii) any Facility 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’s Commitment Cap, such that . The Administrative Agent shall distribute the Facility Fee to the Lenders pro rata in no event shall accordance with the aggregate amount respective Commitments of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment CapLenders.

Facility Fee. TMCC, for the account of the Borrowers, shall pay or cause to be paid (i) to the Administrative Agent for the account of each Applicable Tranche A Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Percentage Rate times the actual daily amount of the Aggregate Commitments of such Applicable Tranche LendersA Commitments, regardless of usage (or, if the Aggregate Tranche A Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Tranche A Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)Tranche A Borrowers), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Tranche A Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Tranche A Borrower remain outstanding), including at any time during which one or more of the conditions in Article IV is not met; provided that no such , (ii) to the Administrative Agent for the account of each Tranche B Lender in accordance with its Pro Rata Share, a facility fee shall be paid on in US Dollars equal to the unused Applicable Rate times the actual daily amount of the Aggregate Tranche A B Commitments, unused regardless of usage (or, if the Aggregate Tranche B Commitments have terminated, on the Outstanding Amount of all Tranche B Loans and Swing Line Loans made to TCPR), which fee shall accrue at all times during the Tranche B Availability NYDOCS03/828370 Period (and thereafter so long as any Tranche B Loans or unused Swing Line Loans made to TCPR remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, (iii) to the Canadian Sub-Agent for the account of each Tranche C Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Tranche C Commitments, regardless of usage (or, if the Aggregate Tranche C Commitments have terminated, on the Outstanding Amount of all Tranche C Loans and Swing Line Loans made to TCCI), which fee shall accrue at all times during the Tranche C Availability Period (and thereafter so long as any Tranche C Loans or Swing Line Loans made to TCCI remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and (iv) to the Administrative Agent for the account of each Tranche D Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Tranche Lender that D Commitments, regardless of usage (or, if the Aggregate Tranche D Commitments have terminated, on the Outstanding Amount of all Tranche D Loans and Swing Line Loans made to TLG), which fee shall accrue at all times during the Tranche D Availability Period (and thereafter so long as any Tranche D Loans or Swing Line Loans made to TLG remain outstanding), including at any time during which one or more of the conditions in Article IV is a Defaulting Lendernot met. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Cap.

Facility Fee. TMCC, for the account of the Borrowers, shall The Borrowers agree to pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Revolving Credit Lender under the Multicurrency Revolving Credit Facility in accordance with its Pro Rata ShareShare or other applicable share provided for under this Agreement, a facility fee in US Dollars equal to the Applicable Facility Fee Percentage times multiplied by the actual daily amount of the Aggregate aggregate Multicurrency Revolving Credit Commitments (whether used or unused); provided that any facility fee accrued with respect to any of the unused Multicurrency Revolving Credit Commitments of such Applicable Tranche Lenders, regardless of usage (or, if a Defaulting Lender during the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made period prior to the applicable Borrower(s))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 except to the extent that such facility fee shall otherwise have been due and payable by the Borrowers prior to such time; provided, which further, that no facility fee shall accrue at all times during on any of the Tranche A Availability Period unused Multicurrency Revolving Credit Commitments of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter a Defaulting Lender so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee Lender shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. The facility fee on the Multicurrency Revolving Credit Facility fees shall commence to accrue on and including the Closing Date and shall cease to accrue on the date on which the applicable Multicurrency Revolving Credit Commitments of such Lender shall expire or be terminated as provided herein and such Lender no longer has any Revolving Credit Exposure in respect of the Multicurrency Revolving Credit Facility, and shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur during the first full fiscal quarter after the Closing Date, and on the Revolving Maturity Date of for such Applicable Tranche Lender (and, if applicable, thereafter on demand)Revolving Credit Facility. Notwithstanding the aboveforegoing, to the extent any Lender has Revolving Credit Exposure in respect of the Multicurrency Revolving Credit Facility notwithstanding expiration or termination of the applicable Multicurrency Revolving Credit Commitments, such facility fees fee shall continue to accrue on such Revolving Credit Exposure for so long as such Revolving Credit Exposure remains outstanding and shall be payable to each Lender on demand. The facility fee shall be calculated with respect to quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such Lender’s Commitment Cap, quarter that such that Applicable Margin was in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Capeffect.

Facility Fee. TMCCDuring the time, from time to time, that the Borrower maintains an Investment Grade Credit Rating, the Borrower shall pay to the Payment and Disbursement Agent, for the account of the BorrowersLenders based on their respective Pro Rata Shares, shall pay or cause to be paid a fee (the "Facility Fee"), accruing at a per annum rate equal to the Administrative Agent then applicable Facility Fee Percentage on the Maximum Revolving Credit Amount, such fee being payable quarterly, in arrears, commenc ing on the first day of the fiscal quarter next succeeding the Closing Date and on the first day of each fiscal quarter thereafter for so long as the Borrower maintains an Investment Grade Credit Rating; provided, however, that in the event that the Borrower loses its Investment Grade Credit Rating during any fiscal quarter, the Facility Fee shall be payable only for the account portion of each Applicable Tranche such fiscal quarter during which Borrower maintained an Investment Grade Credit Rating. Notwithstanding the foregoing, in the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, (A) such Lender shall not be entitled to any portion of the Facility Fee with respect to its Revolv ing Credit Commitment until such failure has been cured in accordance with its Section 4.2(b)(v)(B) and (B) until such time, the Facility Fee shall accrue in favor of the Lenders which have funded their respective Pro Rata ShareShares of such requested Loan, a facility fee in US Dollars equal to shall be allocated among such performing Lenders ratably based upon their relative Revolving Credit Commitments, and shall be calculated based upon the Applicable Percentage times average amount by which the actual daily aggregate Revolving Credit Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Aggregate Commitments Loans owing to such performing Lenders, and (II) the outstanding Rxxx bursement Obligations owing to such performing Lenders, and (III) the aggregate participation interests of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche performing Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made arising pursuant to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated Section 3.1(e) with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount undrawn and outstanding Letters of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment CapCredit.

Facility Fee. TMCC, for the account of the Borrowers, shall pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee in US Dollars equal to the Applicable Percentage times the actual daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Toyota – Five Year Credit Agreement (2015) Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Maturity Date of such Applicable Tranche Lender (and, if applicable, thereafter on demand). Notwithstanding the above, the facility fees payable to each Lender shall be calculated with respect to such Lender’s Commitment Cap, such that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that would have been payable to such Lender if the aggregate amount of such Lender’s Commitments were equal to the amount of its Commitment Cap.

Facility Fee. TMCC, for the account of the Borrowers, shall The Borrower agrees to pay or cause to be paid to the Administrative Agent for the account of each Applicable Tranche Lender in accordance with its Pro Rata Share, a facility fee (the “Facility Fee”) on the average daily amount (whether used or unused) of such Lender’s Revolving Credit Commitment from the Effective Date (in US Dollars the case of each Bank) and from the effective date specified in the Assignment and Assumption or the Assumption Agreement, as applicable, pursuant to which it became a Lender (in the case of each such Lender) until the earlier of the Commitment Termination Date applicable to such Lender and the Termination Date (or such later date on which the Advances made by such Lender have been paid in full and the participations in Letters of Credit of such Lender have been terminated, but payable on the outstanding principal amount of such Advances and the aggregate Available Amount of outstanding Letters of Credit) at a rate per annum equal to the Applicable Percentage times the actual daily amount of the Aggregate Commitments of such Applicable Tranche Lenders, regardless of usage (or, if the Aggregate Commitments of such Applicable Tranche Lenders have terminated, on the Outstanding Amount of all Loans and Swing Line Loans of such Applicable Tranche Lender made Facility Fee Rate as in effect from time to the applicable Borrower(s)), which fee shall accrue at all times during the Tranche A Availability Period of such Lender, the Tranche B Availability Period of such Lender, or the Tranche C Availability Period of such Lender, as applicable (and thereafter so long as any Loans or Swing Line Loans of such Applicable Tranche Lenders made to any Applicable Borrower remain outstanding, including at any time during which one or more of the conditions in Article IV is not met; provided that no such fee time. Accrued Facility Fees shall be paid on the unused Tranche A Commitments, unused Tranche B Commitments or unused Tranche C Commitments of any Applicable Tranche Lender that is a Defaulting Lender. Facility fees shall be calculated quarterly in arrears, and are due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, December and on the Revolving Maturity Termination Date (or such later date on which the Advances made by such Lender have been paid in full and the participations in Letters of Credit of such Applicable Tranche Lender (andhave been terminated, if applicablebut payable on the outstanding principal amount of such Advances and the aggregate Available Amount of outstanding Letters of Credit); provided that, thereafter on demandexcept as provided in Section 2.18(a)(iii). Notwithstanding the above, the facility fees payable to each no Defaulting Lender shall be calculated with entitled to receive any facility fee in respect of its Revolving Credit Commitment for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay such Lender’s Commitment Cap, such fee that in no event shall the aggregate amount of the facility fees paid to any Lender pursuant to this Section 2.8(a) exceed the facility fees that otherwise would have been payable required to such Lender if have been paid to that Defaulting Lender), other than a facility fee, as described above, on the aggregate principal amount of Advances funded by such Lender’s Commitments were equal Defaulting Lender outstanding from time to the amount of its Commitment Captime.