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 (“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 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 For the period from the Effective Date to and including the Termination 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 to clause (b) of the definition of Applicable Margin, shall pay to the Administrative Agent for the ratable account of each Revolving Credit Lender holding a Revolving Credit Commitment (the Lenders in accordance with such Lender’s Applicable Revolving Credit Percentage thereof), their Revolver Percentages a facility fee equal to (the Applicable Margin times “Facility Fee”) on the actual average 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 at a rate per annum equal to adjustment as the applicable Facility Fee in the definition of Applicable Margin; provided in Section 2.17. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as that if any Lender continues to have outstanding Revolving Credit Loans, Swing Line Swingline Loans or L/C Obligations remain outstanding(including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein), including at any time during which one or more of the conditions in Section 4 is not met, and . Accrued Facility Fees shall be due and payable quarterly in arrears on the fifth day of each JanuaryJune 30, April2016, July and October (or the next succeeding Business Day if such day is not a Business Day), and on the last day of each calendar quarter thereafter and on the Availability Period (andTermination Date, if applicableunless the Revolving Credit Commitments are terminated in whole on an earlier date, thereafter in which event the fee for the period to but not including the date of such termination shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate shall be payable on demand. (b). 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 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 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, 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 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 the(b) 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 (the “Facility Fee”) equal to the Applicable Margin times product of (x) the applicable Facility Fee Rate based on the Borrower’s Investment Grade Rating as set forth in the Investment Grade Pricing Grid multiplied by (y) the actual daily amount of the Aggregate 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 usageCommitments, subject to adjustment adjustments as provided in Section 2.172.16. The facility fee Facility Fee shall accrue at all such times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding)Commitment Period, including at any time during which one or more of the conditions in Section 4 5 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 Revolving Commitment Termination Date; provided that (1) 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 (2) any Facility Fee accrued with respect to the Availability Period (andRevolving 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. As and when applicable hereunder, if applicable, thereafter on demand). The facility fee the Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Facility Fee Rate 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.. 59

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, 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 facility fee payable by the term of this Agreement (i) on which there exist any Revolving Credit Commitments Borrowers jointly and (ii) that the Applicable Margin is determined pursuant to clause (b) of the definition of Applicable Margin, pay severally to the Administrative Agent for the account of each Revolving Credit Lender holding a the Lenders in accordance with their respective Revolving Credit Commitment (Percentages, which facility fee shall be equal to the aggregate Revolving Credit Commitments multiplied by the respective percentages per annum corresponding to SALP's Credit Rating in accordance with such Lender’s Applicable Revolving the following table: Range of SALP's Credit Percentage thereof)Rating (S&P/Moody's Ratings) Facility Fee (% per annum) A-/A3 or higher 0.15 BBB+/Baa1 0.20 BBB/Baa2 0.20 BBB-/Baa3 0.25 Below BBB-/Baa3 or unrated 0.25 The Facility Fee shall be payable quarterly, a facility fee equal to the Applicable Margin times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility terminatedin arrears, 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 first Business Day of each January, April, July and October October, calculated for the immediately preceding calendar quarter (or portion thereof) commencing on the next succeeding Business Day if first such day is not after the Restatement Date. Any change in SALP's Credit Rating causing it to move to a Business Day), and different range on the last day table shall to the extent set forth below effect an immediate change in the applicable percentage per annum. SALP shall notify the Administrative Agent in writing promptly after becoming aware 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 any of its debt ratings. SALP shall maintain Credit Ratings from at least two (2) Rating Agencies, one of which must be Moody's or S&P so long as such Persons are in the business of providing debt ratings for the REIT industry; provided that if SALP fails to maintain at least two Credit Ratings, the Facility Fee shall be based upon an S&P rating of less than BBB- in the table above. In the event that SALP receives two (2) Credit Ratings that are not equivalent, the Applicable Margin during any quartershall be determined by the higher of such two (2) Credit Ratings. In the event SALP receives more than two (2) Credit Ratings and such Credit Ratings are not equivalent, the actual daily amount Facility Fee shall be computed and multiplied determined by the Applicable Margin separately higher of the two highest ratings; provided that one of such ratings shall be from S&P or Moody's, so long as such Persons are in the business of providing debt ratings for the REIT industry. Notwithstanding the foregoing, in the event that any Lender fails to fund its Revolving Credit Commitment Percentage of any Revolving Credit Loan requested by the Borrowers which such Lender is obligated to fund under the terms of this Agreement, (A) such Lender shall not be entitled to any portion of the Facility Fee with respect to its Revolving Credit Commitment until such failure has been cured, and (B) until such time, the Facility Fee shall accrue in favor of the Lenders which have funded their respective Revolving Credit Commitment Percentage of such requested Revolving Credit Loans, and shall be allocated among such performing Lenders ratably based upon their relative Revolving Credit Commitments. Fee Letter. See §4.1. Fitch. Fitch IBCA Inc., or any successor thereto. Foreign Lender. Any Lender that is organized under the laws of a jurisdiction other than that in which the Borrowers are a resident for tax purposes. For purposes of this definition, the United States of America, each period during such quarter that such Applicable Margin was in effect.State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction

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 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 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 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 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 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 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 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. Debt Rating (bps) Applicable Facility Fee Rate (bps) 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 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. 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 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 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 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 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 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 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.

Facility Fee. The Borrower shall, for each day during Commission agrees to pay 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), Bank a facility fee equal (the “Facility Fee”) with respect to the Applicable Margin times commitment of the actual daily Bank under the Agreement, which shall initially be computed at the rate of 0.30% per annum of the amount of the Revolving Credit Facility (or, if the Revolving Credit Facility terminated, Available Commitment on the actual daily Outstanding Amount first day of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, the applicable Fee Period (as hereinafter defined) without regard to reductions in the Available Commitment that are subject to adjustment as provided in Section 2.17reinstatement. The facility fee Facility Fee shall accrue at all times during be payable, without any requirement of notice or demand, in immediately available funds quarterly in arrears, commencing on April 1, 2012 (the Availability Period “First Fee Payment Date”) (for the period from and including the Effective Date to but not including the First Fee Payment Date) and continuing thereafter so long as any Revolving Credit Loanson the first Business Day of each April, Swing Line Loans or L/C Obligations remain outstanding)July, including at any time during which one or more October and January prior to the end 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), Effective Period and on the last day of the Availability Purchase Period (andeach such payment date, if applicablecommencing with the First Fee Payment Date, thereafter on demanda “Fee Payment Date”). Each period from the Effective Date to the First Fee Payment Date and thereafter from each Fee Payment Date to the next succeeding Fee Payment Date is herein referred to as a “Fee Period”. The facility fee Facility Fee shall be calculated quarterly on a 360-day year basis for the actual days elapsed. Interest shall be payable on the Facility Fee at the Default Rate from the date payment is due until payment is made in arrearsfull, payable on demand. The rate used to compute the Facility Fee (the “Facility Fee Rate”) shall be determined by the underlying debt rating (without regard to third-party credit enhancement (other than the guarantee of the State pursuant to Section 2(c) of the Master Resolution), the “Material Debt Rating”) assigned by Xxxxx’x, S&P or Fitch to the Bonds or any Parity Debt supported by the State’s guarantee pursuant to Section 2(c) of the Master Resolution and if there the grid below. If the Material Debt Rating assigned by all three Rating Agencies is on the same Level identified in the grid below, the Facility Fee Rate shall be the Facility Fee Rate which corresponds to that Level in the grid below. In the event that the Material Debt Ratings assigned by the three Rating Agencies are not on the same Level identified in the grid below (a “Split Rating”), the Facility Fee Rate shall be that specified for the Level which corresponds to lowest Material Debt Rating assigned. Material Debt Rating Level Xxxxx’x S&P Fitch Facility Fee Rate 1 Aa1 and above AA+ and above AA+ and above 0.30% 2 Aa2 AA AA 0.45% 3 Aa3 AA- AA- 0.60% 4 A1 A+ A+ 0.75% 5 A2 A A 0.90% 6 A3 A- A- 1.05% 7 Baa1 BBB+ BBB+ 1.20% In addition, in the event that any Material Debt Rating is withdrawn or suspended, for credit related reasons, or reduced below the Material Debt Rating specified in Level 7 by any Rating Agency, the rate used to calculate the Facility Fee shall increase by two-hundred basis points (2.00%) per annum above the rate otherwise in effect. Upon the occurrence and during the continuance of any Event of Default, the Facility Fee shall increase by two-hundred basis points (2.00%) per annum above the rate that would otherwise be in effect. Each change in the Applicable Margin during Facility Fee Rate resulting from a change in the Material Debt Rating shall become effective on the date of publication by the respective Rating Agency of such change in such Material Debt Rating or, in the absence of such publication, on the effective date of such change in such Material Debt Rating. A change in the Facility Fee Rate resulting from the occurrence of an Event of Default shall become effective on the date of the occurrence of such Event of Default. References to ratings above are references to rating categories as determined by Xxxxx’x, S&P and Fitch as of the Effective Date and, in the event of the adoption of any quarternew or changed rating system by Xxxxx’x, S&P or Fitch, including, without limitation, any recalibration or realignment of the Material Debt Rating in connection with the adoption of a “global” rating scale, the actual daily amount ratings from the Rating Agency in question referred to above shall be computed and multiplied by deemed to refer to the Applicable Margin separately for each period during such quarter that such Applicable Margin was rating categories under the new rating system which most closely approximate the applicable rating categories in effecteffect on the Effective Date.

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, 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 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 shallUntil the Maturity 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 Lessee agrees to clause (b) of the definition of Applicable Margin, pay or to cause to be paid 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) the Lenders, respectively, a facility fee (the "Lender Facility Fee") equal to the Applicable Margin times product of either (i) the actual average daily Commitment of each Lender (for Tranche A Loans and Tranche B Loans) during the Commitment Period or (ii) after the Commitment Period, the average daily aggregate amount of the Revolving Credit Advances of such Lender outstanding until the Maturity Date, in each case multiplied by the applicable percentage set forth in the matrix below per annum and (b) the Holders, respectively, a facility fee (the "Holder Facility Fee") equal to the product of either (ori) the average daily Holder Commitment of each Holder during the Commitment Period or (ii) after the Commitment Period, the average daily aggregate amount of the Advances of such Holder outstanding until the Maturity Date, in each case multiplied by the applicable percentage set forth in the matrix below per annum. From the Effective Date until the fifth (5th) day after delivery of the first financial statements and Compliance Certificate pursuant to Section 28.1 of the Lease following the consummation of the Merger (which financial statements and Compliance Certificate shall be prepared on a pro forma basis as if the Revolving Credit Facility terminated, Merger had occurred on the actual daily Outstanding Amount first day of all Revolving Credit Loans, Swing Line Loans and L/C Obligationssuch quarter), regardless such applicable percentage shall be 0.275% for both the Lender Facility Fee and for the Holder Facility Fee. Thereafter, such Facility Fees shall be calculated on the basis of usage, subject to adjustment as provided in Section 2.17. The facility fee shall accrue at all times during a year of three hundred sixty (360) days for 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, actual days elapsed and shall be due and payable quarterly in arrears on the fifth day last Business Day of each Januaryfiscal quarter of the Lessee, Aprilcommencing with the fiscal quarter first ending after the Effective Date. The Facility Fees shall be reset from time to time at the time of the resetting of the Applicable Margin. If all or a portion of any such Facility Fee shall not be paid when due, July and October such overdue amount shall bear interest, payable by the Lessee on demand, at a rate per annum equal to the ABR (or in the next succeeding Business Day if such day is not a Business Day)case of Holder Yield, 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 ABR plus the Applicable Margin during any quarter, for Eurodollar Holder Advances) plus two percent (2%) from the actual daily date of such non-payment until such amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was is paid in effectfull (as well as before judgment).

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 At all times following the term of this Agreement (i) first date on which there exist any Revolving Credit Commitments and (ii) that the Applicable Margin is determined pursuant to clause (b) of Company has Investment Grade Status, the definition of Applicable Margin, Company shall pay to the Administrative Agent with respect to each Tranche for the account of each Revolving Credit Committed Loan Lender holding a Revolving Credit Commitment (in such Tranche in accordance with its Applicable Percentage for such Lender’s Applicable Revolving Credit Percentage thereof)Tranche, a facility fee equal to the Applicable Margin Rate set forth in clause (b) of the definition thereof times the actual daily amount of the Revolving Credit Facility aggregate Commitments for such Tranche (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 ObligationsObligations in such Tranche), regardless of usage, subject to adjustment as provided in Section 2.172.18. 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 outstandingoutstanding in such Tranche), 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 shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin Rate (as set forth in clause (b) of the definition thereof) during any quarter, the actual daily amount aggregate Commitments for the relevant Tranche shall be computed and multiplied by the Applicable Margin Rate (as set forth in clause (b) of the definition thereof) separately for each period during such quarter that such Applicable Margin Rate (as set forth in clause (b) of the definition thereof) 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 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 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 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] (d)