Common use of Facility Fee Clause in Contracts

Facility Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a facility fee equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations), subject to adjustment as provided in Section 2.15 (the “Facility Fees”). The Facility Fees shall accrue at all times during the Availability Period (and thereafter so long as Revolving Loans, Swing Line Loans and L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage Facility (or, if the Aggregate Revolving Commitments have been Facility has terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Bid Loans, Swingline Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.15. The Facility Fees Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Swing Line Bid Loans, Swingline Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Borrowers shall pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Applicable PercentagePercentage of the Aggregate Revolving Commitments, a facility fee in Dollars equal to the product of (i) the Applicable Facility Fee Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the aggregate Outstanding Amount of all Revolving Loans, Swing Line Negotiated Rate Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.18. The Facility Fees facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Loans, Swing Line Negotiated Rate Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears (calculated on a 360-day basis) on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period Revolving Maturity Date (and, if applicable, thereafter on demand). The Facility Fees facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Facility Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Facility Fee Rate separately for each period during such quarter that such Applicable Facility Fee Rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender in accordance with its Applicable PercentageRevolving Credit Percentage (subject to Section 2.18 with respect to any Defaulting Lender), a facility fee in Dollars equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Credit Commitments regardless of usage (or, if the Aggregate Revolving Credit Commitments have been terminated, on the Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C ObligationsObligations and Swing Line Loans), subject to adjustment as provided in Section 2.15 (the “Facility Fees”)regardless of usage. The Facility Fees facility fee shall accrue at all times during the Revolving Credit Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans and L/C Obligations or Swing Line Loans remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and . The facility fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to 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 all facility fees which have accrued to but excluding any such payment date shall be due and payable. The Facility Fees facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Borrowers shall jointly and severally pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a facility fee equal to the product of (i) the Applicable Rate then applicable to Facility Fees times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage Credit Facility (or, if the Aggregate Revolving Commitments have been Credit Facility has terminated, on the Outstanding Amount of all Revolving Credit Loans, Swing Line Loans, Competitive Loans and L/C Obligations), subject to adjustment as provided in Section 2.15 (the “Facility Fees”)regardless of usage. The Facility Fees facility fee shall accrue at all times during the Availability Period for the Revolving Credit Facility (and thereafter so long as any Revolving Credit Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Credit Facility (and, if applicable, thereafter on demand). The Facility Fees facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable PercentagePro Rata Share, a facility fee (the “Facility Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.17. The Facility Fees Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as Revolving any Committed Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Datedate that the Facility Fee begins to accrue, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable PercentagePro Rata Share, a facility fee equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations), subject to adjustment as provided in Section 2.15 (the “Facility Fees”)regardless of usage. The Facility Fees facility fee shall accrue at all times during the Availability Period (and thereafter so long as Revolving Loans, Swing Line any Loans and L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last first Business Day of each MarchJanuary, JuneApril, September July and DecemberOctober for the period ended the prior Business Day, commencing with the first such date to occur after the Closing Date, and on the last day of Maturity Date for the Availability Period period ended on the Maturity Date (and, if applicable, thereafter on demand). The Facility Fees facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The At such time as the Ratings Condition has been satisfied, the Borrower shall thereafter pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount Total Revolving Outstandings), regardless of all Revolving Loans, Swing Line Loans and L/C Obligations)usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.16. The Facility Fees Fee shall accrue at all times during the Availability Period after the Ratings Condition has been satisfied (and thereafter so long as any Committed Revolving Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last tenth (10th) Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower For each day prior to the termination of this Agreement and the payment in full of the Obligations, the Borrowers shall pay to the Administrative Agent, Agent for the account of each Lender (other than Defaulting Lenders to the extent set forth in Section 2.17(a)(iii)) in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.17. The Facility Fees Fee shall accrue at all times during the Availability Period (and thereafter so long as Revolving any Committed Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable PercentagePro Rata Share, a facility fee (the “Facility Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.17. The Facility Fees Fee shall begin to accrue on the date that is the earlier of (i) March 31, 2014, and (ii) the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as Revolving any Committed Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Datedate that the Facility Fee begins to accrue, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Borrowers shall pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage Credit Facility (or, if the Aggregate Revolving Commitments have been Credit Facility has terminated, on 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 2.15 (the “Facility Fees”)2.16. The Facility Fees Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of (i) the Facility Fee rate specified in the definition of “Applicable Rate Margin” times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations), subject to adjustment as provided in Section 2.15 (the “Facility Fees”)Commitments. The Facility Fees Fee shall accrue at all times during the Availability Period (and thereafter so long as Revolving Loans, Swing Line Loans and L/C Obligations remain outstanding)Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Effective Date, and on the last day Revolving Loan Maturity Date; provided, that each Defaulting Lender shall be entitled to receive fees payable under this Section 2.09(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 Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable PercentagePercentage of the Revolving Credit Facility, a facility fee equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage Credit Facility (or, if the Aggregate Revolving Commitments have been Credit Facility has terminated, on the Outstanding Amount of all Revolving Committed Loans, Bid Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.20. The Facility Fees facility fee payable pursuant to this paragraph shall accrue at all times during the Availability Period (and thereafter so long as Revolving any Committed Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period in respect of the Revolving Credit Facility (and, if applicable, thereafter on demand). The Facility Fees facility fee payable pursuant to this paragraph shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender with a Revolving Commitment in accordance with its Applicable Percentage, a facility fee equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount Total Revolving Outstandings), regardless of all Revolving Loans, Swing Line Loans and L/C Obligations)usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.16. The Facility Fees facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand); provided, that no such facility fee shall accrue on the unused Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Facility Fees facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable Commitment Percentage, a facility fee equal to the product of (i) Applicable Percentage times the Applicable Rate times (ii) the actual daily amount of the Aggregate then applicable Revolving Commitments regardless of usage Committed Amount (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all outstanding Revolving Loans, Swing Line Loans and L/C ObligationsParticipation Interests (including the Participation Interests of each Issuing Lender in any Letters of Credit and the Participation Interests of the Swingline Lender in any Swingline Loans)), subject to adjustment as provided in Section 2.15 (the “Facility Fees”)regardless of usage. The Facility Fees facility fee shall accrue at all times during from the Availability Period Closing Date until the Maturity Date (and thereafter so long as any Revolving Loans, Swing Line Swingline Loans and L/C or LOC Obligations remain outstanding), including at any time during which one or more of the conditions in Article V Section 5.2 is not met, and shall will be due and payable quarterly in arrears on the last first Business Day following the last day of each March, June, September and DecemberDecember for the immediately preceding quarter (or a portion thereof), commencing with the first such 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 Fees facility fee shall be calculated at a per annum rate quarterly in arrears, and if there is any change in the Applicable Rate Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Percentage separately for each period during such quarter that such Applicable Rate Percentage was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable Revolving Percentage, a facility fee with respect to the Aggregate Revolving Commitments (the "Revolving Facility Fee") equal to the product of (i) the Applicable Rate times (ii) the sum of the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the sum of the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations), subject to adjustment as provided in Section 2.15 (the “Facility Fees”)regardless of usage. The Revolving Facility Fees Fee shall accrue at all times during the Revolving Loan Availability Period (and thereafter so long as any Revolving Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Original Closing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). The Revolving Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in . Notwithstanding the Applicable Rate during any quarterforegoing, the actual daily amount Administrative Agent shall be computed and multiplied by disburse the Applicable Rate separately for each period during such quarter that such Applicable Rate was Revolving Facility Fee among the Lenders in effectaccordance with the Lender Fee Letter.

Facility Fee. The Borrower Company shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a facility fee equal to the product of (i) the Facility Fee set forth in the table under the definition of Applicable Rate Margin times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations), subject to adjustment as provided in Section 2.15 2.16 (the “Facility Fees”). The Facility Fees shall accrue at all times during the Availability Period (and thereafter so long as Revolving Loans, Swing Line Loans and L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fees shall be calculated quarterly in arrears, and if there is any change in the Facility Fee set forth in the table under the definition of Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate such Facility Fee rate separately for each period during such quarter that such Applicable Rate Facility Fee rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Committed Loans, Individual Currency Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.18. The Facility Fees Fee shall accrue at all times during the Availability Period (and thereafter so long as Revolving any Committed Loans, Individual Currency Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate aggregate Revolving Credit Commitments regardless of usage (or, if the Aggregate Revolving Credit Commitments have been terminated, on 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 2.15 (the “Facility Fees”)2.18. The Facility Fees Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower For each day prior to the termination of this Agreement and the payment in full of the Obligations, the Borrowers shall pay to the Administrative Agent, Agent for the account of each Lender (other than Defaulting Lenders) in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Committed Loans, Swing Line Loans and L/C Obligations), subject to adjustment as provided in Section 2.15 (the “Facility Fees”)regardless of usage. The Facility Fees Fee shall accrue at all times during the Availability Period (and thereafter so long as Revolving any Committed Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a facility fee equal to the product of (i) the Applicable Fee Rate times (ii) the actual daily amount of the Aggregate Revolving Credit Commitments regardless of usage (or, if the Aggregate Revolving Credit Commitments have been terminated, on 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 2.15 (the “Facility Fees”)2.16. The Facility Fees facility fee shall accrue at all times during the Availability Period for the Revolving Credit Facility (and thereafter so long as any Revolving Credit Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Original Closing Date, and on the last day of the Availability Period for the Revolving Credit Facility (and, if applicable, thereafter on demand). The Facility Fees facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.16. The Facility Fees facility fee shall accrue at all times during the Availability Period (and thereafter so long as Revolving any Committed Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand); provided, that no such facility fee shall accrue on the unused Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Facility Fees facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Dollar Lender in accordance with its Applicable Dollar Percentage, a facility fee in Dollars equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage Dollar Tranche (or, if the Aggregate Revolving Commitments have been Dollar Tranche has terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Dollar Loans and Dollar L/C Obligations), subject to adjustment as provided in Section 2.15 (the “Facility Fees”)regardless of usage. The Facility Fees Borrower shall pay to the Administrative Agent for the account of each Multicurrency Lender in accordance with its Applicable Multicurrency Percentage, a facility fee in Dollars equal to the Applicable Rate times the actual daily amount of the Multicurrency Tranche (or, if the Multicurrency Tranche has terminated, on the Outstanding Amount of all Multicurrency Loans and Multicurrency L/C Obligations), 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 Loans, Swing Line Loans and Credit Loan or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable to such Revolving Credit Lender quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the applicable Availability Period (and, if applicable, thereafter on demand). The Facility Fees facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the ------------ Administrative Agent, Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the "Facility Fee") ------------ at a rate per annum equal to the product of (i) the Applicable Rate times (ii) the actual ----- daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations), subject to adjustment as provided in Section 2.15 (the “Facility Fees”)regardless of usage. The Facility Fees Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable --------- quarterly in arrears on the fifteenth (15th) calendar day following the last Business Day day of each March, June, September and Decemberthe applicable calendar quarter, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a facility fee equal to the product of (i) the Applicable Fee Rate times (ii) the actual daily amount of the Aggregate Revolving Credit Commitments regardless of usage (or, if the Aggregate Revolving Credit Commitments have been terminated, on 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 2.15 (the “Facility Fees”)2.16. The Facility Fees facility fee shall accrue at all times during the Availability Period for the Revolving Credit Facility (and thereafter so long as any Revolving Credit Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Credit Facility (and, if applicable, thereafter on demand). The Facility Fees facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of (i) the Facility Fee rate specified in the definition of “Applicable Rate Margin” times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations), subject to adjustment as provided in Section 2.15 (the “Facility Fees”)Commitments. The Facility Fees Fee shall accrue at all times during the Availability Period (and thereafter so long as Revolving Loans, Swing Line Loans and L/C Obligations remain outstanding)Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day Revolving Loan Maturity Date; provided, that each Defaulting Lender shall be entitled to receive fees payable under this Section 2.09(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 Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate aggregate Revolving Credit Commitments regardless of usage (or, if the Aggregate Revolving Credit Commitments have been terminated, on 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 2.15 (the “Facility Fees”)2.17. The Facility Fees Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Borrowers shall pay to the Administrative Agent, Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a facility fee in Dollars equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Credit Commitments regardless of usage (or, if the Aggregate Revolving Credit Commitments have been terminated, on 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 2.15 (the “Facility Fees”)2.16. The Facility Fees facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Credit Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fees facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The From and after the Closing Date, the Borrower shall agrees to pay to the Administrative Agent, Agent for the account ratable benefit of the Lenders (other than a Defaulting Lender which shall be dealt with as provided in Section 2.14 hereof) a commitment fee (the “Facility Fee”) for each Lender calendar quarter, prorated for partial quarters, in accordance with its Applicable Percentage, a facility fee an amount equal to the product amount denoted under the heading “Facility Fee” as set forth in the definition of (i) the “Applicable Rate times (ii) Percentage” herein multiplied by the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations), subject to adjustment as provided in Section 2.15 (the “Facility Fees”)usage. The Facility Fees Fee shall accrue at all times during the Availability Commitment Period (and thereafter so long as Revolving Loans, Swing Line Loans and L/C Obligations shall remain outstanding), including at any time periods during which one or more of the conditions to Extensions of Credit in Article V is Section 4.02 may not be met, and shall be due and payable quarterly in arrears on the last first Business Day of each Marchof April, JuneJuly, September October and DecemberJanuary, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period Termination Date (and, if applicable, thereafter on demand). The Administrative Agent shall distribute the Facility Fees shall be calculated quarterly Fee to the Lenders pro rata in arrears, and if there is any change in accordance with the Applicable Rate during any quarter, respective Revolving Commitments of the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectLenders.

Facility Fee. The Each Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of of: (i) the Facility Fee rate in effect for such Borrower at such time, as specified in the definition of “Applicable Rate times Margin” in Section 1.01; multiplied by (ii) the actual daily amount of such Borrower’s Facility Percentage; multiplied by (iii) the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations), subject to adjustment as provided in Section 2.15 (the “Facility Fees”)Commitments. The Facility Fees Fee for each Borrower shall accrue at all times during the Availability Period (and thereafter so long as Revolving Loans, Swing Line Loans and L/C Obligations remain outstanding)Period, including at any time during which one (1) or more of the conditions set forth in Article V is not met, and shall be due and payable quarterly in arrears on (A) the last Business Day of each March, June, September and December, commencing with the first (1st) such date to occur after the Closing Effective Date, and on (B) the last day Revolving Loan Maturity 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 Fees Fee shall be calculated quarterly in arrears, and and, if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage Facility (or, if the Aggregate Revolving Commitments have been Facility has terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Bid Loans, Swingline Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.15. The Facility Fees Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Swing Line Bid Loans, Swingline Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter hereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender with a Revolving Commitment in accordance with its Applicable Percentage, a facility fee equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount Total Revolving Outstandings), regardless of all Revolving Loans, Swing Line Loans and L/C Obligations)usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.16. The Facility Fees facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand); provided, that no such facility fee shall accrue on the unused Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Facility Fees facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.. CHAR1\1807067v5

Facility Fee. The From and after the Closing Date, the Borrower shall agrees to pay to the Administrative Agent, Agent for the account ratable benefit of the Lenders (other than a Defaulting Lender which shall be dealt with as provided in Section 2.14(a) hereof) a commitment fee (the “Facility Fee”) for each Lender calendar quarter, prorated for partial quarters, in accordance with its Applicable Percentage, a facility fee an amount equal to the product of (i) the Applicable Rate times (ii) Percentage multiplied by the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, or if the Aggregate Revolving Commitments shall have expired or been terminated, on the Outstanding Amount of all the Revolving Loans, Swing Line Loans and L/C Obligations), subject to adjustment as provided in Section 2.15 (the “Facility Fees”)regardless of usage. The Facility Fees Fee shall accrue at all times during the Availability Commitment Period (and thereafter so long as Revolving Loans, Swing Line Loans and L/C Obligations shall remain outstanding), including at any time periods during which one or more of the conditions to Extensions of Credit in Article V is Section 4.02 may not be met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period Revolving Termination Date (and, if applicable, thereafter on demand). The Administrative Agent shall distribute the Facility Fees shall be calculated quarterly Fee to the Lenders pro rata in arrears, and if there is any change in accordance with the Applicable Rate during any quarter, respective Revolving Commitments of the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectLenders.

Facility Fee. The Borrower For each day prior to the termination of this Agreement and the payment in full of the Obligations other than days occurring during any Unused Fee Period, the Borrowers shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Committed Loans, Swing Line Loans and L/C Obligations), subject to adjustment as provided in Section 2.15 (the “Facility Fees”)regardless of usage. The Facility Fees Fee shall accrue at all times during the Availability Period (and thereafter so long as Revolving any Committed Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) equal to the product applicable facility fee percentage identified in the definition of (i) the Applicable Rate for Revolving Loans per annum times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.18. The Facility Fees Fee shall accrue at all times during the Availability Period (and thereafter so long as Revolving any Committed Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate for Revolving Loans during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate for Revolving Loans separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Xxxxxxxxx shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee in Dollars equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Committed Loans, Swing Line Loans and L/C Obligations), subject regardless of usage; provided that, during such time that any Lender is a Defaulting Lender, then such Defaulting Lender shall only be entitled to adjustment as provided in Section 2.15 receive (and Xxxxxxxxx shall only be obligated to pay to or for the “Facility Fees”)benefit of such Defaulting Lender) a facility fee with respect to the actual daily amount on the Outstanding Amount of all Committed Loans, Swing Line Loans and drawn Letters of Credit of such Defaulting Lender. The Facility Fees facility fee shall accrue at all times during the Availability Period (and thereafter so long as Revolving any Committed Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fees facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Committed Loans, Individual Currency Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.18. The Facility Fees Fee shall accrue at all times during the Availability Period (and thereafter so long as Revolving any Committed Loans, Individual Currency Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, NYDOCS02/1167307 54 September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee equal to the product of (i) the Applicable Rate (set forth in the Facility Fee column in “Applicable Rate”) times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.18. The Facility Fees facility fee shall accrue at all times during the Availability Period (and thereafter so long as Revolving any Committed Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fees facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender with a Revolving Commitment in accordance with its Applicable Percentage, a facility fee equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount Total Revolving Outstandings), regardless of all Revolving Loans, Swing Line Loans and L/C Obligations)usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.16. The Facility Fees facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand); provided, that no such facility fee shall accrue on the unused Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Facility Fees facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during CHAR1\1376580v5 any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a facility fee equal to the product of (i) the Facility Fee set forth in the table under the definition of Applicable Rate Margin times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations), subject to adjustment as provided in Section 2.15 2.16 (the “Facility Fees”). The Facility Fees shall accrue at all times during the Availability Period (and thereafter so long as Revolving Loans, Swing Line Loans and L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fees shall be calculated quarterly in arrears, and if there is any change in the Facility Fee set forth in the table under the definition of Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate such Facility Fee rate separately for each period during such quarter that such Applicable Rate Facility Fee rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Applicable Percentage, a facility fee in Dollars equal to the product of (i) the Applicable Facility Fee Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Committed Revolving Loans, Swing Line Loans, Negotiated Rate Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.18. The Facility Fees facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving Loans, Swing Line Loans, Negotiated Rate Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears (calculated on a 360-day basis) on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period Revolving Maturity Date (and, if applicable, thereafter on demand). The Facility Fees facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Facility Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Facility Fee Rate separately for each period during such quarter that such Applicable Facility Fee Rate was in effect.

Facility Fee. The Borrower Borrowers shall pay to the Administrative Agent, Agent for the account of each Revolving Lender in accordance with its Applicable Percentage, a facility fee in Dollars equal to the product of (i) the Applicable Facility Fee Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Committed Revolving Loans, Swing Line Loans, Negotiated Rate Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.18. The Facility Fees facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving Loans, Swing Line Loans, Negotiated Rate Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears (calculated on a 360-day basis) on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period Revolving Maturity Date (and, if applicable, thereafter on demand). The Facility Fees facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Facility Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Facility Fee Rate separately for each period during such quarter that such Applicable Facility Fee Rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Committed Loans, Individual Currency Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15 (the “Facility Fees”)2.18. The Facility Fees Fee shall accrue at all times during the Availability Period (and thereafter so long as Revolving any Committed Loans, Individual Currency Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, NYDOCS02/1167307 56 September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable PercentagePercentage under the Revolving Credit Facility, a facility fee (“Facility Fee”) equal to the product of (i) the Applicable Rate (calculated per day) times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations), subject to adjustment as provided in Section 2.15 (the “Facility Fees”)regardless of usage. The Facility Fees Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Loans, Swing Line Loans and or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Restatement Effective Date, and on the last day of the Availability Period Revolver Maturity Date (and, if applicable, thereafter on demand). The Facility Fees Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable Commitment Percentage, a facility fee equal to the product of (i) Applicable Percentage times the Applicable Rate times (ii) the actual daily amount of the Aggregate then applicable Revolving Commitments regardless of usage Committed Amount (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all outstanding Revolving Loans, Swing Line Loans and L/C ObligationsParticipation Interests (including the Participation Interests of the Issuing Lender in any Letters of Credit and the Participation Interests of the Swingline Lender in any Swingline Loans)), subject to adjustment as provided in Section 2.15 (the “Facility Fees”)regardless of usage. The Facility Fees facility fee shall accrue at all times during from the Availability Period Amendment No. 4 Effective Date until the Maturity Date (and thereafter so long as any Revolving Loans, Swing Line Swingline Loans and L/C or LOC Obligations remain outstanding), including at any time during which one or more of the conditions in Article V Section 5.2 is not met, and shall be due d ue and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Amendment No. 4 Effective Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). The Facility Fees facility fee shall be calculated at a per annum rate quarterly in arrears, and if there is any change in the Applicable Rate Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Percentage separately for each period during such quarter that such Applicable Rate Percentage was in effect.