Common use of Facility Fee Clause in Contracts

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof), a facility fee equal to the Applicable Margin times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 is not met, and shall be due and payable quarterly in arrears on the fifth day of each January, April, July and October (or the next succeeding Business Day if such day is not a Business Day), and on the last day of the Availability Period (and, if applicable, thereafter on demand). The facility fee shall be calculated 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 quarter that such Applicable Margin was in effect.

Facility Fee. The Borrower shall, for For each day during prior to the term termination of this Agreement (i) on which there exist any and the payment in full of the Total Revolving Credit Commitments and (ii) that Outstandings, the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (other than Defaulting Lenders to the extent set forth in Section 2.16(a)(iii)) in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Margin Rate times the actual daily amount of the Aggregate Revolving Credit Facility Commitments (or, if the Revolving Credit Facility has terminated, on the actual daily Outstanding Amount of all Total Revolving Credit Loans, Swing Line Loans and L/C ObligationsOutstandings), regardless of usage, subject to adjustment as provided in Section 2.172.16. The facility fee Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Total Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstandingOutstandings is greater than zero (0)), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day Maturity Date in respect of the Availability Period Revolving Credit Facility (and, if applicable, thereafter on demand). The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Revolving Credit Facility Applicable Margin Rate for Facility Fees set forth in the definition of “Applicable Rate” during any quarter, the actual daily amount shall be computed and multiplied by the applicable Revolving Credit Facility Applicable Margin Rate for Facility Fees separately for each period during such quarter that such Revolving Credit Facility Applicable Margin Rate for Facility Fees was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Margin Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Bid Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.15. The facility fee Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Credit Loans, Swing Line Bid Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof)its Pro Rata Share, a facility fee equal to the Applicable Margin times Rate multiplied by the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations)Commitments, regardless of usage, subject to adjustment as provided in Section 2.172.16. The facility fee for each Lender shall accrue at all times during from the Availability Period Closing Date (and thereafter so long or such later date as such Lender becomes party hereto, as applicable) until the Maturity Date for such Lender provided that, if such Lender continues to have any Revolving Credit Extensions (including Term Loans) outstanding after its Commitment terminates, Swing Line Loans or L/C Obligations remain outstandingthen such Facility Fee shall continue to accrue on the daily amount of such Lender’s Credit Extensions (including Term Loans), from and including at the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any time during which one or more of the conditions in Section 4 is not met, and outstanding Credit Extensions (including Term Loans). The Facility Fee shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand)Maturity Date for such Lender. The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. The facility fee shall accrue at all times, including at any time during which one or more of the conditions in Article IV is not met.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee (“Facility Fee”) equal to the Applicable Margin Rate times the actual daily amount of the Revolving Credit Facility Aggregate Commitments (or, if the Revolving Credit Facility Aggregate Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Loans and Swing Line Loans and L/C ObligationsLoans), regardless of usage, subject to adjustment as provided in Section 2.172.14. The facility fee Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Credit Loans, Loans or Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and, in the case of Original Commitments, on the last day of each JanuaryOriginal Availability Period (and, Aprilwith respect to the Original Commitments, July and October (or after the next succeeding Business Day if such last day is not a Business Day)of the Original Availability Period on demand) and, and in the case of Extended Commitments, on the last day of the Extended Availability Period (and, if applicablewith respect to the Extended Commitments, thereafter after the last day of the Extended Availability Period on demand). The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant agrees to clause (b) of the definition of Applicable Margin, pay to the Administrative Agent for the pro rata account of each Revolving Credit Lender holding a Revolving Credit Commitment fee (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof), a facility fee equal to the Applicable Margin times “Facility Fee”) during the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility terminated, period commencing on the actual daily Outstanding Amount of all Revolving Credit LoansEffective Date and ending on the Expiration Date, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 is not met, and shall be due and payable quarterly in arrears on the fifth last day of each JanuaryMarch, AprilJune, July September and October (or the next succeeding Business Day if such day is not a Business Day)December of each year, and commencing on the last day of the Availability Period (and, if applicable, thereafter on demand). The facility fee calendar quarter in which the Effective Date shall be calculated quarterly in arrearshave occurred, and if there is any change in on the Expiration Date, at a rate per annum equal to the Applicable Margin during any quarterof (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, the actual daily Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section, on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued on the amount of such reduction through the date of such reduction. The Facility Fee shall be computed and multiplied by on the Applicable Margin separately basis of a 360-day year for each period during such quarter that such Applicable Margin was in effectthe actual number of days elapsed.

Facility Fee. The From and after the Closing Date, the Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant agrees to clause (b) of the definition of Applicable Margin, pay to the Administrative Agent for the account ratable benefit of each the Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof)Lenders, a facility fee at a per annum rate equal to the Applicable Margin Rate times the actual daily amount of the Aggregate Revolving Credit Facility Committed Amount (as such amount may be reduced pursuant to Section 2.07 above), regardless of usage, or, if the Aggregate Revolving Credit Facility Commitments have terminated, on the actual daily Outstanding Amount outstanding amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations, (the “Facility Fee” and collectively, for all the Revolving Lenders, the “Facility Fees”). To the extent applicable, regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee the Facility Fee shall accrue at all times during the Availability Revolving Commitment Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations shall remain outstanding), including at any time periods during which one or more of the conditions to Extensions of Credit in Section 4 is 4.02 may not be met, and shall be due and payable quarterly in arrears on the fifth last day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day of the Availability Period Revolving Loan Maturity Date (and, if applicable, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii), (i) no Facility Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Revolving Lender shall be a Defaulting Lender and (ii) any Facility Fee accrued with respect to the Revolving 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 Borrower so long as such Revolving Lender shall be a Defaulting Lender. The facility fee Administrative Agent shall be calculated quarterly distribute the Facility Fee to the Revolving Lenders pro rata in arrears, and if there is any change in accordance with the Applicable Margin during any quarter, respective Revolving Commitments of the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectRevolving Lenders.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Margin Rate times the actual daily amount of the Revolving Credit Facility Aggregate Commitments (or, if the Revolving Credit Facility Aggregate Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.16. The facility fee Facility Fee shall accrue at all times during the Availability Period applicable to such Lender (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Effective Date, and on the last day of the Availability Period applicable to such Lender (and, if applicable, thereafter on demand); provided that (A) except to the extent of the Outstanding Loans funded by such Defaulting Lender, no Facility Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Facility Fee that would have otherwise accrued with respect to the Commitment of a Defaulting Lender but for the application of clause (A) above shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof), Bank a facility fee equal (the “Facility Fee”), for each day during the periods from and including (i) the Effective Date to but excluding the Applicable Margin times earliest of (A) the actual date such Bank’s Commitment is terminated, (B) the Commitment Termination Date and (C) the date upon which the Committed Loans are converted to Term Loans pursuant to Section 2.8(g); on the daily average amount of such Bank’s Commitment (whether used or unused), provided that Facility Fees will not accrue on the amount of the Revolving Credit Facility Commitment of any Defaulting Bank during the period in which such Bank remains a Defaulting Bank and (or, if ii) the Revolving Credit Facility terminatedCommitment Termination Date to but excluding the date the Loans shall be repaid in their entirety, on the actual daily Outstanding Amount average aggregate outstanding principal amount of all Revolving Credit the Loans of such Bank; in each case at the rate per annum set forth below which corresponds to the Borrower’s Rating Level for such day: Borrower’s Rating Level Rate 1 0.03 % 2 0.04 % 3 0.05 % 4 0.07 % 5 0.09 % Accrued Facility Fees shall be payable (i) on the Quarterly Dates, and (ii) on the earlier of the date the Commitments are terminated and the Commitment Termination Date (and thereafter, (x) unless Committed Loans are converted to Term Loans pursuant to Section 2.8(g) on demand and, in any event, on the date the Loans shall be repaid in their entirety, and (y) with respect to any Term Loans, Swing Line (1) on the Quarterly Dates, and (2) on the earlier of the date the Term Loans are repaid in full and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee shall accrue at all times during the Availability Period Term Maturity Date (and thereafter so long as thereafter, on demand and, in any Revolving Credit Loansevent, Swing Line on the date the Term Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 is not met, and shall be due and payable quarterly repaid in arrears on the fifth day of each January, April, July and October (or the next succeeding Business Day if such day is not a Business Daytheir entirety), and on the last day of the Availability Period (and, if applicable, thereafter on demand). The facility fee shall be calculated 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 quarter that such Applicable Margin was in effect.

Facility Fee. The Commencing at such time as the Ratings Based Pricing Grid becomes effective (the “Facility Fee Effective Date”), Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee (the “Facility Fee”) equal to the applicable Facility Fee in the definition of Applicable Margin Rate times the actual daily amount of the aggregate Revolving Credit Facility Commitments (or, if the Revolving Credit Facility Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee Facility Fee shall accrue at all times when applicable during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, Company shall pay to the Administrative Agent for the account of each Revolving Credit applicable Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee in Dollars equal to the Applicable Margin Rate times (i) at all times during the Term Loan Availability Period, the sum of actual daily amount of (A) the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations) and (B) the Term Facility, and (ii) at all times after the Term Loan Availability Period, the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), in all cases, regardless of usage, subject to adjustment as provided in Section 2.172.18. The facility fee shall accrue at all times during the Revolving Credit Facility Availability Period for the Revolving Credit Facility (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding)) and during the Term Loan Availability Period, including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable (x) quarterly in arrears on the fifth day last Business Day of each January, April, July and October October, commencing with the first such date to occur after the Closing Date, (or the next succeeding Business Day if such day is not a Business Day), and y) on the last day of the Revolving Credit Facility Availability Period for the Revolving Credit Facility (and, if applicable, thereafter on demand)) and (z) on the last day of the Term Loan Availability Period. The facility fee shall be calculated 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 quarter that such Applicable Margin was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant agrees to clause (b) of the definition of Applicable Margin, pay to the Administrative Agent for the pro rata account of each Revolving Credit Lender holding a Revolving Credit Commitment fee (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof), a facility fee equal the “Facility Fee”) during the period commencing on the earlier to the Applicable Margin times the actual daily amount occur of the Revolving Credit Facility (orCaremark Merger Effective Date and July 31, if the Revolving Credit Facility terminated, 2007 and ending on the actual daily Outstanding Amount of all Revolving Credit LoansExpiration Date, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 is not met, and shall be due and payable quarterly in arrears on the fifth last day of each JanuaryMarch, AprilJune, July September and October (or the next succeeding Business Day if such day is not a Business Day)December of each year, and commencing on the last day of the Availability Period (and, if applicable, thereafter on demand). The facility fee calendar quarter during which the Facility Fee shall be calculated quarterly in arrearscommence to accrue, and if there is any change in on the Expiration Date, at a rate per annum equal to the Applicable Margin during any quarterof (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been terminated in accordance with Section 2.6, the actual daily Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section, on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued on the amount of such reduction through the date of such reduction. The Facility Fee shall be computed and multiplied by on the Applicable Margin separately basis of a 360-day year for each period during such quarter that such Applicable Margin was in effectthe actual number of days elapsed.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (Lender, in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Margin Rate for the Facility Fee times the actual daily amount of the Revolving Credit Facility Interim Availability (or, if the Revolving Credit Facility Aggregate Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17; provided, that at all times on and after the Full Availability Closing Date, the Facility Fee shall be an amount equal to the Applicable Rate for the Facility Fee times the actual daily amount of the Full Availability (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations). The facility fee Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Committed Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist exists any Revolving Credit Commitments Exposure and (ii) that the Applicable Margin Rate is determined pursuant to clause (b) of the definition of Applicable MarginRate, pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof), a facility fee equal to the Applicable Margin Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee shall accrue at all times during the Availability Period in respect of the Revolving Credit Facility (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article V is not met, and shall be due and payable quarterly in arrears on the fifth day of each January, April, July and October (or the next succeeding Business Day if such day is not a Business Day), and on the last day of the Availability Period in respect of the Revolving Credit Facility (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of (i) the Applicable Margin Rate times (ii) the actual daily amount of the Aggregate Revolving Credit Facility Commitments (or, if the Aggregate Revolving Credit Facility Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.15. The facility fee Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding)Period, including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Third Amendment and Restatement Effective Date, and on the last day Maturity Date; provided, that (A) no Facility Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Facility Fee accrued with respect to the Availability Period (and, if applicable, thereafter on demand)Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Margin Rate times the actual daily amount of the Revolving Credit Facility Aggregate Commitments (or, if the Revolving Credit Facility Aggregate Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Committed Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.16. The facility fee Facility Fee shall accrue at all times during the Availability Period applicable to such Lender (and thereafter so long as any Revolving Credit Loans, Swing Line Committed Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Effective Date, and on the last day of the Availability Period applicable to such Lender (and, if applicable, thereafter on demand); provided, that (A) except to the extent of the Outstanding Committed Loans funded by such Defaulting Lender, no Facility Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Facility Fee that would have otherwise accrued with respect to the Commitment of a Defaulting Lender but for the application of clause (A) above shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of (i) the Applicable Margin Rate times (ii) the actual daily amount of the Aggregate Revolving Credit Facility Commitments (or, if the Aggregate Revolving Credit Facility Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.15. The facility fee Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding)Period, including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Amendment Effective Date, and on the last day Maturity Date; provided, that (A) no Facility Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Facility Fee accrued with respect to the Availability Period (and, if applicable, thereafter on demand)Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant agrees to clause (b) of the definition of Applicable Margin, pay to the Administrative Agent for the pro rata account of each Revolving Credit Lender holding a Revolving Credit Commitment fee (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof), a facility fee equal to the Applicable Margin times "FACILITY FEE") during the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility terminated, period commencing on the actual daily Outstanding Amount of all Revolving Credit LoansEffective Date and ending on the Expiration Date, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 is not met, and shall be due and payable quarterly in arrears on the fifth last day of each JanuaryMarch, AprilJune, July September and October (or the next succeeding Business Day if such day is not a Business Day)December of each year, and commencing on the last day of the Availability Period (and, if applicable, thereafter on demand). The facility fee calendar quarter in which the Effective Date shall be calculated quarterly in arrearshave occurred, and if there is any change in on the Expiration Date, at a rate per annum equal to the Applicable Margin during any quarterof (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, the actual daily Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender's Swing Line Exposure and (iii) such Lender's Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section, on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued on the amount of such reduction through the date of such reduction. The Facility Fee shall be computed and multiplied by on the Applicable Margin separately basis of a 360-day year for each period during such quarter that such Applicable Margin was in effectthe actual number of days elapsed.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Margin Rate times the actual daily amount of the Revolving Credit Facility Aggregate Commitments (or, if the Revolving Credit Facility Aggregate Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.16. The facility fee Facility Fee shall accrue at all times during the Availability Period applicable to such Lender (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Effective Date, and on the last day of the Availability Period applicable to such Lender (and, if applicable, thereafter on demand); provided that (A) except to the extent of the Outstanding Loans funded by such Defaulting Lender, no Facility Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Facility Fee that would have otherwise accrued with respect to the Commitment of a Defaulting Lender but for the application of clause (A) above shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The facility fee AMERICAS/2021298575.5 Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. (a) The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant agrees to clause (b) of the definition of Applicable Margin, pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (the Lenders in accordance with such each Lender’s Applicable 's Commitment Percentage, a fee (the "Facility Fee"), from the Effective Date through the Maturity Date, computed as follows: during the Revolving Credit Percentage thereof)Period and while any Term Loans are outstanding, a facility fee an amount, determined periodically as hereinafter set forth, equal to the product of (i) the Applicable Margin Facility Fee Percentage times (ii) the actual average daily amount of Total Commitment Amount (during each such period included in the Revolving Credit Facility Period), or the average daily outstanding principal balance of all Term Loans (or, if during each such period after the Revolving Credit Facility terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligationsare converted to Term Loans as contemplated by Section 2.1(b)), regardless of usage, subject to adjustment as provided in Section 2.17the case may be. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 is not met, and Facility Fee shall be due and payable quarterly in arrears on the fifth last day of each JanuaryMarch, AprilJune, July September and October (or December of each year, commencing on the next succeeding Business Day if first such day is not a Business Day)following the Effective Date, on any optional reduction of the Total Commitment Amount, and on the last day of the Availability Period (and, if applicable, thereafter on demand)Maturity Date. The facility fee Facility Fee (and the Applicable Facility Fee Percentage) shall be calculated quarterly in arrears, and if there is any change in on the Applicable Margin basis of a 360 day year for the actual number of days elapsed without regard to the amount of Loans outstanding during any quarter, period for which the actual daily amount Facility Fee is computed. (b) 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. (c) The Facility Fee shall be computed and multiplied by paid on the Applicable Margin separately dates due, in immediately available funds, to the Administrative Agent for each period during distribution directly to the Credit Party to whom such quarter that such Applicable Margin was in effectFacility Fee is payable. The Facility Fee shall not be refundable under any circumstances.

Facility Fee. The Borrower shall, for For each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) hereof that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee equal to the Applicable Margin Facility Fee Rate for the Revolving Credit Facility times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee shall accrue at all times during the Availability Period in respect of the Revolving Credit Facility (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article VI is not met, and shall be due and payable quarterly in arrears on the fifth day first (1st) Business Day after the end of each JanuaryMarch, AprilJune, July September and October (or the next succeeding Business Day if such day is not a Business Day)December, and on the last day of the Availability Period in respect of the Revolving Credit Facility (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Facility Fee Rate for the Revolving Credit Facility during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Facility Fee Rate for the Revolving Credit Facility separately for each period during such quarter that such Applicable Margin Facility Fee Rate for the Revolving Credit Facility was in effect.

Facility Fee. The From and after the Closing Date, the Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant agrees to clause (b) of the definition of Applicable Margin, pay to the Administrative Agent for the account ratable benefit of the Lenders (other than a Defaulting Lender which shall be dealt with as provided in Section 2.14 hereof) a commitment fee (the “Facility Fee”) for each Revolving Credit Lender holding a Revolving Credit Commitment (calendar quarter, prorated for partial quarters, in accordance with such Lender’s Applicable Revolving Credit Percentage thereof), a facility fee an amount equal to the amount denoted under the heading “Facility Fee” as set forth in the definition of “Applicable Margin times Percentage” herein multiplied by the actual daily amount of the Aggregate Revolving Credit Facility Commitments (or, or if the Aggregate Revolving Credit Facility Commitments shall have expired or been terminated, on the actual daily Outstanding Amount of all the Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee Facility Fee shall accrue at all times during the Availability Commitment Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations shall remain outstanding), including at any time periods during which one or more of the conditions to Extensions of Credit in Section 4 is 4.02 may not be met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day of the Availability Period Revolving Termination Date (and, if applicable, thereafter on demand). The facility fee Administrative Agent shall be calculated quarterly distribute the Facility Fee to the Lenders pro rata in arrears, and if there is any change in accordance with the Applicable Margin during any quarter, respective Revolving Commitments of the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effectLenders.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof), a facility fee equal to the Applicable Margin times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee shall accrue at all times during the Availability Period in respect of the Revolving Credit Facility (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 is not met, and shall be due and payable quarterly in arrears on the fifth day of each January, April, July and October (or the next succeeding Business Day if such day is not a Business Day), and on the last day of the Availability Period in respect of the Revolving Credit Facility (and, if applicable, thereafter on demand). The facility fee shall be calculated 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 quarter that such Applicable Margin was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant Borrowers agree to clause (b) of the definition of Applicable Margin, pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof), a facility fee equal to fee, which shall accrue at the Applicable Margin times Facility Fee Rate on the actual daily amount of the Revolving Credit Facility Commitment of such Lender (or, if whether used or unused) during the period from and including the Effective Date to but excluding the date on which the Revolving Credit Facility terminatedCommitment terminates; provided that, on the actual daily Outstanding Amount of all if such Lender continues to have any Revolving Credit LoansExposure after its Revolving Credit Commitment terminates, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The then such facility fee shall continue to accrue at all times during on the Availability Period (daily amount of such Lender’s Revolving Credit Exposure from and thereafter so long as including the date on which its Revolving Credit Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit LoansExposure. Accrued facility fees shall be payable in arrears on each Quarterly Date and on the date on which the Revolving Credit Commitments terminate, Swing Line Loans or L/C Obligations remain outstanding), including at commencing on the first such date to occur after the date hereof; provided that any time during facility fees accruing after the date on which one or more the Revolving Credit Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of the conditions in Section 4 is not met, a year of 360 days and shall be due and payable quarterly in arrears on for the fifth actual number of days elapsed (including the first day of each January, April, July and October (or the next succeeding Business Day if such day is not a Business Day), and on but excluding the last day of the Availability Period (and, if applicable, thereafter on demandday). The facility fee shall be calculated quarterly in arrearsFor purposes hereof, and if there is the “Facility Fee Rate” means, for any day, the rate per annum set forth below based upon the applicable Rating: > A+ or A1 0.040 % A or A2 0.050 % A- or A3 0.060 % BBB+ or Baa1 0.070 % BBB or Baa2 0.100 % < BBB- or Baa3 0.150 % For the purposes of this Agreement, (i) any change in the Applicable Margin during Facility Fee Rate by reason of a change in the Xxxxx’x Rating or the S&P Rating shall become effective on the date of announcement or publication by the respective rating agency of a change in such Rating or, in the absence of such announcement or publication, on the effective date of such changed Rating, (ii) at any quartertime at which the S&P Rating differs from the Xxxxx’x Rating by more than one level, then the Facility Fee Rate shall be determined by reference to the level next below that of the higher of the two Ratings and (iii) at any time at which the S&P Rating differs from the Xxxxx’x Rating by one level, then the Facility Fee Rate shall be determined by reference to the higher of the two Ratings. If the rating system of Xxxxx’x or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the actual daily amount Borrowers and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Facility Fee Rate shall be computed and multiplied determined by reference to the Applicable Margin separately for each period during rating most recently in effect prior to such quarter that such Applicable Margin was in effectchange or cessation.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent for the account of each Revolving Credit Dollar Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Dollar Percentage, a facility fee equal to the Applicable Margin Rate times the actual daily amount of the Revolving Credit Facility Dollar Tranche (or, if the Revolving Credit Facility Dollar Tranche has terminated, on the actual daily Outstanding Amount of all Revolving Credit Dollar Loans, Dollar Swing Line Loans and Dollar L/C Obligations), regardless of usage. The Borrower shall pay to the Administrative Agent for the account of each Multicurrency Lender in accordance with its Applicable Multicurrency Percentage, subject a facility fee equal to adjustment as provided in Section 2.17the 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, Multicurrency Swing Line Loans and Multicurrency L/C Obligations), regardless of usage. The facility fee for each Revolving Credit Lender shall accrue at all times during the applicable Availability Period (and thereafter so long as any Revolving Credit LoansLoan, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable to such Revolving Credit Lender quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day of the applicable Availability Period (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Each Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of: (i) the Facility Fee rate in effect for such Borrower at such time, as specified in the definition of “Applicable Margin times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided Margin” in Section 2.171.01; times (ii) such Borrower’s Facility Percentage; times (iii) the Aggregate Revolving Commitments. The facility fee Facility Fee for each Borrower shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding)Period, including at any time during which one (1) or more of the conditions set forth in Section 4 Article V is not met, and shall be due and payable quarterly in arrears on (A) the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October December occurring during the Availability Period, commencing with the first (or 1st) such date to occur after the next succeeding Business Day if such day is Closing Date, and (B) in the event that the Term Out Option (I) has not a Business Daybeen exercised by the Borrowers in accordance with Section 2.06(b), and on the last day Revolving Loan Maturity Date, or (II) has been exercised by the Borrowers in accordance with Section 2.06(b), on the Conversion Effective Date; provided, that, each Defaulting Lender shall be entitled to receive fees payable under this clause (a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the outstanding principal amount of the Availability Period (and, if applicable, thereafter on demand)Loans funded by it. The facility fee Facility Fee shall be calculated quarterly in arrears, and 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 quarter that such Applicable Margin was in effect. For the avoidance of doubt, the Facility Fee shall not accrue on or after the Conversion Effective Date in the event that the Term Out Option has been exercised by the Borrowers in accordance with Section 2.06(b).

Facility Fee. The Borrower shallOpCo, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof)the Borrower, a facility fee equal agrees to pay or cause to be paid to the Applicable Margin times Agent for account of each Lender a per annum Facility Fee (the “Facility Fee”) on the actual daily amount of such Xxxxxx’s Commitment, for the Revolving Credit period from and including the Agreement Effective Date (or such later date as such Lender incurs a Commitment hereunder) to but not including the later of the date such Xxxxxx’s Commitment is terminated and the repayment of the Loans in full, equal to the Applicable Rate (for the Facility (or, if the Revolving Credit Facility terminated, on Fee) multiplied by the actual daily Outstanding Amount amount of all Revolving Credit Loanssuch Lender’s Commitment for such period; provided that, Swing Line Loans for any period during which a Lender is a Defaulting Lender, such Defaulting Lender shall not be entitled to receive any Facility Fee (and L/C ObligationsOpCo shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 is not met, and Facility Fee shall be due and payable to the Agent for account of each Lender (a) quarterly in arrears on the fifth last day of each JanuaryMarch, AprilJune, July September and October (or the next succeeding Business Day if such day is not a Business Day)December, commencing on June 30, 2022, and (b) on the last day earlier of (i) the date the Commitments are terminated in full and (ii) the Loan Maturity Date of the Availability Period (and, if applicable, thereafter on demand). The facility fee shall be calculated 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 quarter that such Applicable Margin was in effectapplicable Lender.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee equal to the Applicable Margin Facility Fee Rate set forth below times the actual daily amount of the Aggregate Revolving Credit Facility Commitments (or, if the Aggregate Revolving Credit Facility Commitments have terminated, on the actual daily Dollar Equivalent of the Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee shall accrue at all times during the Revolving Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day first Business Day of each April, July, October and January, April, July and October (or commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day of the Availability Period Revolving Maturity Date (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Debt Rating during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Facility Fee Rate separately for each period during such quarter that such Applicable Margin Facility Fee Rate was in effect. ³ X0/X- 00 Xxx0/XXX+ 00 Xxx0/XXX 00 Xxx0/XXX- 00 < Baa3/BBB- 35 Initially, the Applicable Facility Fee Rate shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 4.01(a)(viii). Thereafter, each change in the Applicable Facility Fee Rate resulting from a publicly announced change in the Debt Rating shall be effective, on the first day following the effective date of such change.

Facility Fee. The Borrower shallCommencing at such time as the Ratings Based Pricing Grid becomes effective (the “Facility Fee Effective Date”), for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee in Dollars (the “Facility Fee”) equal to the applicable Facility Fee in the definition of Applicable Margin Rate times the actual daily amount of the aggregate Revolving Credit Facility Commitments (or, if the Revolving Credit Facility Commitments have terminated, on the actual daily Outstanding Amount of all ​ Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee Facility Fee shall accrue at all times during the Availability Period commencing on the Facility Fee Effective Date (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Facility Fee Effective Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof)its Pro Rata Share, a facility fee equal to the Applicable Margin Rate times the actual daily amount of the aggregate Revolving Credit Facility Commitments (or, if the Revolving Credit Facility Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations); in each case, regardless of usage; provided, subject however, that any facility fee accrued with respect to adjustment any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company 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 Company prior to such time; and provided in Section 2.17further 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 shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for For each day during prior to the term termination of this Agreement (i) on which there exist any and the payment in full of the Total Revolving Credit Commitments and (ii) that Outstandings, the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (other than Defaulting Lenders to the extent set forth in Section 2.17(a)(iii)) in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Margin Rate times the actual daily amount of the Aggregate Revolving Credit Facility Commitments (or, if the Revolving Credit Facility has terminated, on the actual daily Outstanding Amount of all Total Revolving Credit Loans, Swing Line Loans and L/C ObligationsOutstandings), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Total Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstandingOutstandings is greater than zero (0)), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day Maturity Date in respect of the Availability Period Revolving Credit Facility (and, if applicable, thereafter on demand). The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Revolving Credit Facility Applicable Margin Rate for Facility Fees set forth in the definition of “Applicable Rate” during any quarter, the actual daily amount shall be computed and multiplied by the applicable Revolving Credit Facility Applicable Margin Rate for Facility Fees separately for each period during such quarter that such Revolving Credit Facility Applicable Margin Rate for Facility Fees was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of (i) the Applicable Margin Rate times (ii) the actual daily amount of the Aggregate Revolving Credit Facility Commitments (or, if the Aggregate Revolving Credit Facility Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.15. The facility fee Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding)Period, including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Second Amendment and Restatement Effective Date, and on the last day Maturity Date; provided, that (A) no Facility Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Facility Fee accrued with respect to the Availability Period (and, if applicable, thereafter on demand)Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof)its Pro Rata Share, a facility fee equal to the Applicable Margin Rate times the actual daily amount of the aggregate Revolving Credit Facility Commitments (or, if the Revolving Credit Facility Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations); in each case, regardless of usage; provided, subject however, that any facility fee accrued with respect to adjustment any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company 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 Company prior to such time; and provided in Section 2.17further 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 shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article V is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shallCommencing at such time as the Ratings Based Pricing Grid becomes effective (the “Facility Fee Effective Date”), for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee in Dollars (the “Facility Fee”) equal to the applicable Facility Fee in the definition of Applicable Margin Rate times the actual daily amount of the aggregate Revolving Credit Facility Commitments (or, if the Revolving Credit Facility Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee Facility Fee shall accrue at all times during the Availability Period commencing on the Facility Fee Effective Date (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Facility Fee Effective Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist At any Revolving Credit Commitments and (ii) time that the Applicable Margin Rate is determined pursuant to clause (b) of based on the definition of Applicable MarginDebt Ratings Based Pricing Grid, the Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable its Revolving Credit Percentage thereof)Commitment Percentage, a facility fee in Dollars equal to the Applicable Margin facility fee as determined in the Debt Ratings Based Pricing Grid times the actual daily amount of the Aggregate Revolving Credit Facility Commitments (or, if the Aggregate Revolving Credit Facility Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.15. The facility fee shall accrue at all times during the Availability Revolving Commitment Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth tenth (10th) day following the last day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day date to occur after the Applicable Rate is not a Business Day)determined based on the Debt Ratings Based Pricing Grid, and on the last day of the Availability Revolving Commitment Period (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin facility fee as determined in the Debt Ratings Based Pricing Grid separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant agrees to clause (b) of the definition of Applicable Margin, pay to the Administrative Agent for the pro rata account of each Revolving Credit Lender holding a Revolving Credit Commitment fee (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof), a facility fee equal to the Applicable Margin times "Facility Fee") during the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility terminated, period commencing on the actual daily Outstanding Amount of all Revolving Credit LoansEffective Date and ending on the Expiration Date, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 is not met, and shall be due and payable quarterly in arrears on the fifth last day of each JanuaryMarch, AprilJune, July September and October (or the next succeeding Business Day if such day is not a Business Day)December of each year, and commencing on the last day of the Availability Period (and, if applicable, thereafter on demand). The facility fee calendar quarter in which the Effective Date shall be calculated quarterly in arrearshave occurred, and if there is any change in on the Expiration Date, at a rate per annum equal to the Applicable Margin during any quarterof (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been voluntarily terminated by the Borrower in accordance with Section 2.6, the actual daily Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender's Swing Line Exposure and (iii) such Lender's Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section, on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued on the amount of such reduction through the date of such reduction. The Facility Fee shall be computed and multiplied by on the Applicable Margin separately basis of a 360-day year for each period during such quarter that such Applicable Margin was in effectthe actual number of days elapsed.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof)its Pro Rata Share, a facility fee (the “Facility Fee”) equal to (i) (x) prior to the Full Availability Closing Date or (y) on or after the Full Availability Expiration Date, the Applicable Margin Rate times the actual daily amount of the Interim Availability and (ii) on or after the Full Availability Closing Date, the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Facility Commitments (or, if the Aggregate Revolving Credit Facility Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), in each case, regardless of usage, subject to adjustment as provided in Section 2.172.15. The facility fee Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article V is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist exists any Revolving Credit Commitments Exposure and (ii) that the Applicable Margin Rate is determined pursuant to clause (b) of the definition of Applicable MarginRate, pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof), a facility fee equal to the Applicable Margin Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.16. The facility fee shall accrue at all times during the Availability Period in respect of the Revolving Credit Facility and when the Applicable Rate is determined pursuant to clause (b) of the definition of Applicable Rate (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article V is not met, and shall be due and payable quarterly in arrears on the fifth day of each January, April, July and October (or the next succeeding Business Day if such day is not a Business Day), and on the last day of the Availability Period in respect of the Revolving Credit Facility (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist At any Revolving Credit Commitments and (ii) time that the Applicable Margin Rate is determined pursuant to clause (b) of based on the definition of Applicable MarginDebt Ratings Based Pricing Grid, the Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable its Revolving Credit Percentage thereof)Commitment Percentage, a facility fee in Dollars equal to the Applicable Margin facility fee as determined in the Debt Ratings Based Pricing Grid times the actual daily amount of the Aggregate Revolving Credit Facility Commitments (or, if the Aggregate Revolving Credit Facility Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.15. The facility fee shall accrue at all times during the Availability Revolving Commitment Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth tenth (10th) day following the last day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day date to occur after the Applicable Rate is not a Business Day)determined based on the Debt Ratings Based Pricing Grid, and on the last day of the Availability Revolving Commitment Period (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin facility fee as determined in the Debt Ratings Based Pricing Grid separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist exists any Revolving Credit Commitments Exposure and (ii) that the Applicable Margin Rate is determined pursuant to clause (b) of the definition of Applicable MarginRate, pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof), a facility fee equal to the Applicable Margin Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.16. The facility fee shall accrue at all times during the Availability Period in respect of the Revolving Credit Facility (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article VI is not met, and shall be due and payable quarterly in arrears on the fifth day of each January, April, July and October (or the next succeeding Business Day if such day is not a Business Day), and on the last day of the Availability Period in respect of the Revolving Credit Facility (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee equal to the Applicable Margin Rate times the actual daily amount of the Revolving Credit Facility Aggregate Commitments (or, if the Revolving Credit Facility Aggregate Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage; provided that if Opco has exercised its option to Term-Out pursuant to Section 2.16, subject during the Term-Out period, the facility fee shall be equal the Applicable Rate times the actual daily amount of Total Outstandings; and provided, further, that the liability of a Subsidiary Borrower under this Section 2.09(a) shall not exceed an amount equal to adjustment as provided in such Subsidiary Borrower’s Proportionate Share of the total amount due pursuant to this Section 2.172.09(a). The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Committed Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not metmet and during the Term-Out period, if applicable, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (Lender, in accordance with such Lender’s Applicable Revolving Credit Percentage thereof)its Commitment Percentage, a facility fee (the "FACILITY FEE") equal to the Applicable Margin for Facility Fee (applied on a per diem basis) times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations)Revolver Commitment, regardless of usageusage (or if the Revolver Commitment has been terminated, subject to adjustment as provided in Section 2.17such Lender's Pro Rata Part calculated on the Principal Debt). The facility fee Facility Fee shall accrue at all times during from the Availability Period (Closing Date until the date the Principal Debt has been paid in full and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 is not met, Revolver Commitment has been terminated and shall be due and payable quarterly in arrears on the fifth day 10th Business Day of each January, April, July and October (or the next succeeding Business Day if such day is not a Business Day)July, and October, commencing with the first such date to occur after the Closing Date, and ending on the last day of date both the Availability Period (and, if applicable, thereafter on demand)Principal Debt has been paid in full and the Revolver Commitment has been terminated for the amount accrued during the previous fiscal quarterly period. The facility fee Facility Fee shall be calculated for the amount accrued during the previous fiscal quarterly period, in arrearsaccordance with SECTION 5.1(f), 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 for Facility Fees (on a per diem basis) separately for each period during such quarter that such Applicable Margin was in effect. The Facility Fee shall accrue at all times, including at any time during which one or more of the conditions in SECTION 7.2 is not met.

Facility Fee. The Borrower shall, for each day during In consideration of the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable MarginRevolving Credit Lenders hereunder, the Borrower Parties shall pay to the Administrative Agent (for the account benefit of each the Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof), Lenders) a facility fee equal to the Applicable Margin Rate (based on a 365-day year) times the actual daily amount of the Aggregate Revolving Credit Facility Commitments (or, if the Aggregate Revolving Credit Facility Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17usage (the “Facility Fee”). The facility fee Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth first day of each Januarycalendar quarter, April, July and October (or commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day of the 56718230_5 Availability Period (and, if applicable, thereafter on demand). The facility fee All Facility Fees shall be calculated quarterly in arrearsfully earned when paid and shall not be refundable for any reason whatsoever. The Facility Fee shall commence to accrue on the Closing Date. Notwithstanding the foregoing, and if there each Lender that is any change in the Applicable Margin during any quarter, the actual daily amount a Defaulting Lender shall be computed and multiplied by the Applicable Margin separately entitled to receive fees payable under this Section 2.09(a) for each any period during which such quarter that such Applicable Margin was in effectLender is a Defaulting Lender only to the extent allocable to the sum of (i) the outstanding principal amount of the Revolving Credit Loans funded by it, plus (ii) its Pro Rata Share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.16.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, Company shall pay to the Administrative Agent for the account of each Non-Defaulting Lender having a Multicurrency Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereofbased on its Multicurrency Revolver Pro Rata Share), a facility fee (the “Multicurrency Facility Fee”) in Dollars equal to the Applicable Margin Facility Fee Percentage times the actual daily amount of the Total Multicurrency Revolving Credit Facility Commitment (or, if the Total Multicurrency Revolving Credit Facility Commitment has terminated, on the actual daily Outstanding Amount outstanding amount of all Multicurrency Revolving Credit Loans, Swing Line Loans and L/C LC Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee Multicurrency Facility Fee shall accrue at all times during until the Availability Period Multicurrency Revolver Termination Date (and thereafter so long as any Multicurrency Revolving Credit Loans, Swing Line Loans or L/C LC Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 is not met, and shall be due and payable quarterly in arrears on the fifth day of each January, April, July and October (or the next succeeding Business Day if such day is not a Business Day)Quarterly Payment Date, and on the last day of the Availability Period Multicurrency Revolver Termination Date (and, if applicable, thereafter on demand). The facility fee Multicurrency Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Facility Fee Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Facility Fee Percentage separately for each period during such quarter that such Applicable Margin Facility Fee Percentage was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of (i) the Applicable Margin Rate times (ii) the actual daily amount of the Aggregate Revolving Credit Facility Commitments (or, if the Aggregate Revolving Credit Facility Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.15. The facility fee Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding)Period, including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Second Amendment and Restatement Effective Date, and on the last day Maturity Date; provided, that (A) no Facility Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Facility Fee accrued with respect to the Availability Period (and, if applicable, thereafter on demand)Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.. 43

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist At any Revolving Credit Commitments and (ii) time that the Applicable Margin Rate is determined pursuant to clause (b) of based on the definition of Applicable MarginDebt Ratings Based Pricing Grid, the Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable its Revolving Credit Percentage thereof)Commitment Percentage, a facility fee in Dollars equal to the Applicable Margin facility fee as determined in the Debt Ratings Based Pricing Grid times the actual daily amount of the Aggregate Revolving Credit Facility Commitments (or, if the Aggregate Revolving Credit Facility Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.15. The facility fee shall accrue at all times during the Availability Revolving Commitment Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth tenth (10th) day following the last day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day date to occur after the Applicable Rate is not a Business Day)determined based on the Debt Ratings Based Pricing Grid, and on the last day of the Availability Revolving Commitment Period (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin facility fee as determined in the Debt Ratings Based Pricing Grid separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, Company shall pay to the Multicurrency Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee (a "Facility Fee") in U.S. Dollars equal to the Applicable Margin Rate times the actual daily amount of the Revolving Credit Facility Facility, as reduced from time to time (or, if the Revolving Credit Facility and/or Revolving Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage; provided that, subject with respect to adjustment the Canadian Revolving Commitments and the Australian Revolving Commitments, the Canadian Borrower and the Australian Borrower shall pay the portion of the Facility Fee corresponding to such Australian Revolving Commitments and Canadian Revolving Commitments to the Australian Administrative Agent and the Canadian Administrative Agent, respectively, in Australian Dollars or Canadian Dollars, as provided in Section 2.17applicable, for the account of each Australian Revolving Lender and Canadian Revolving Lender, respectively. The facility fee Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual 104 [Published CUSIP Number: ____] daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect. Notwithstanding anything herein to the contrary, the Facility Fee payable to any Alternative Currency Lender shall be calculated without giving effect to any reduction in the Revolving Commitment and Applicable Revolving Credit Percentage of such Alternative Currency Lender pursuant to the terms of Section 2.01(e).

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments Mxxxxxx-Xxxxxx International and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable MarginBorrower shall be jointly and severally liable for their ratable share, and Mxxxxxx-Xxxxxx International shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof)its Pro Rata Share, a facility fee in Dollars equal to the Applicable Margin Rate times the actual daily amount of the Revolving Credit Facility Aggregate Commitments (or, if the Revolving Credit Facility Aggregate Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Swingline Loans and L/C ObligationsObligations (without application of the Assumed Swingline Loan Amount)), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Swingline Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day after the end of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). On each such payment date, the amount of facility fee which has accrued to but excluding such payment date shall be due and payable. The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist At any Revolving Credit Commitments and (ii) time that the Applicable Margin Rate is determined pursuant to clause (b) of based on the definition of Applicable MarginDebt Ratings Based Pricing Grid, the Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable its Revolving Credit Percentage thereof)Commitment Percentage, a facility fee in Dollars equal to the Applicable Margin facility fee as determined in the Debt Ratings Based Pricing Grid times the actual daily amount of the Aggregate Revolving Credit Facility Commitments (or, if the Aggregate Revolving Credit Facility Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.15. The facility fee shall accrue at all times during the Availability Revolving Commitment Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth tenth (10th) day following the last day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day date to occur after the Applicable Rate is not a Business Day)determined based on the Debt Ratings Based Pricing Grid, and on the last day of the Availability Revolving Commitment Period (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin facility fee as determined in the Debt Ratings Based Pricing Grid separately for each period during such quarter that such Applicable Margin Rate was in effect.effect.[Reserved]

Facility Fee. The Borrower shallFrom and after the time that Administrative Agent receives a Credit Rating Confirmation Notice and a Credit Rating Election Notice, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause Unused Fee shall no longer accrue (b) of but any accrued Applicable Unused Fee shall be payable as provided in Section 2.09(a)), and the definition of Applicable Margin, Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof), a facility fee (the “Facility Fee”) equal to the Applicable Margin times applicable Facility Fee Rate set forth in the table below multiplied by the actual daily amount of the Revolving Credit Facility (or, if Aggregate Commitments from the Revolving Credit Facility terminated, on date thereof in the actual daily Outstanding Amount case of all Revolving Credit Loans, Swing Line Loans each Lender then a party thereto and L/C Obligations), regardless from the effective date specified in the Assignment and Acceptance Agreement pursuant to which it became a Lender in the case of usage, subject to adjustment as provided in Section 2.17. The facility fee shall accrue at all times during each other Lender until the last day of the Availability Period (and thereafter so long as any Revolving Credit LoansPeriod, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or the next succeeding Business Day if such day is not a Business Day)December, and on the last day of the Availability Period (and, if applicable, thereafter on demand)Period. The facility fee Facility Fee payable to the account of each Lender shall be calculated quarterly daily for each period for which the Facility Fee is payable during such period at the rate per annum set forth below: The Facility Fee shall be determined by reference to the Credit Rating Level in arrearseffect from time to time; provided, and if there is any however, that no change in the Applicable Margin during any quarter, Facility Fee rate resulting from a change in the actual daily amount Credit Rating Level shall be computed effective until one Business Day after the date on which the Administrative Agent receives written notice, pursuant to Section 6.03(e) or addressed to the Administrative Agent from the applicable Rating Agency, of a change in such Credit Rating Level or otherwise confirms such change through information made publicly available by such Rating Agency.” (i) By (i) deleting the reference to “0.25%” in clause (b)(iii) of Section 2.16 of the Credit Agreement, and multiplied by inserting in lieu thereof a reference to “0.20%” and (ii) deleting in its entirety clause (a) of Section 2.16 of the Applicable Margin separately for each period during Credit Agreement and inserting in lieu thereof the following new clause (a) to such quarter that such Applicable Margin was in effect.Section:

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s its Applicable Revolving Credit Percentage thereof)Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Margin Rate times the actual daily amount of the Revolving Credit Facility Aggregate Commitments (or, if the Revolving Credit Facility Aggregate Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Committed Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.16. The facility fee Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Committed Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day last Business Day of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Effective Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand); provided, that (A) no Facility Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) 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. The facility fee Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.

Facility Fee. The Borrower shall, for each day during the term of this Agreement (i) on which there exist any Revolving Credit Commitments Mettler-Toledo International and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable MarginBorrower shalx xx xxxxxxx xnd severally liable for their ratable share, and Mettler-Toledo International shall pay to the Administrative Agent for the account Agxxx xxx xxx xxcount of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with such Lender’s Applicable Revolving Credit Percentage thereof)its Pro Rata Share, a facility fee in Dollars equal to the Applicable Margin Rate times the actual daily amount of the Revolving Credit Facility Aggregate Commitments (or, if the Revolving Credit Facility Aggregate Commitments have terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Swing Line Swingline Loans and L/C ObligationsObligations (without application of the Assumed Swingline Amount)), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Swingline Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4 Article IV is not met, and shall be due and payable quarterly in arrears on the fifth day after the end of each JanuaryMarch, AprilJune, July September and October (or December, commencing with the next succeeding Business Day if first such day is not a Business Day)date to occur after the Closing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). On each such payment date, the amount of facility fee which has accrued to but excluding such payment date shall be due and payable. The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin Rate separately for each period during such quarter that such Applicable Margin Rate was in effect.