Common use of Facility Fees and Utilization Fees Clause in Contracts

Facility Fees and Utilization Fees. The Company shall pay to the Agent, for the account of the Banks ratably in proportion to their Commitments, a facility fee calculated for each day at the facility fee rate for such day determined in accordance with the Pricing Schedule. Such facility fee shall accrue for each day (i) from and including the Effective Date to but excluding the Commitment Termination Date (or earlier date of termination of the Commitments in their entirety), on the Aggregate Commitment (whether used or unused) in effect on such day and (ii) from and including such date of termination of the Commitments to but excluding the date the Loans shall be repaid in their entirety, on the aggregate principal amount of the Loans outstanding on such day. Fees accrued under this Section shall be payable quarterly in arrears on the date fifteen days after the last day of each March, June, September and December, whether occurring prior to or after the Conversion Date, and upon the termination of the Commitments in their entirety (and, if later, the date the Loans shall be repaid in their entirety). Prior to the earlier of (a) the date of termination of the "Commitments" and the repayment in full in cash of all of the "Loans" under (and as such terms are defined in) the 5-Year Revolving Credit Agreement and (b) the Conversion Date, for each day on which the sum of (x) the aggregate principal amount of outstanding Loans hereunder plus (y) the aggregate principal amount of outstanding "Loans" under (and as defined in) the 5-Year Revolving Credit Agreement exceeds 33% of the sum of (i) the Aggregate Commitment hereunder plus (ii) the "Aggregate Commitment" under (and as defined in) the 5-Year Revolving Credit Agreement, a utilization fee at the per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of outstanding Loans for the ratable benefit of the Banks. During the period from and after the date of termination of the "Commitments" and the repayment in full in cash of all of the "Loans" under (and as such terms are defined in) the 5-Year Revolving Credit Agreement, but prior to the Commitment Termination Date, for each day on which the aggregate principal amount of outstanding Loans exceeds 33% of the Aggregate Commitment, a utilization fee at the per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of the Loans. From and after the Commitment Termination Date a utilization fee at the per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of outstanding Loans for the ratable benefit of the Banks.

Facility Fees and Utilization Fees. (A) The Company shall pay to the Agent, for the account of the Banks ratably in proportion to their Commitments, a facility fee calculated for each day at the facility fee rate for such day determined in accordance with the Pricing Schedule. Such facility fee shall accrue for each day (i) from and including the Effective Closing Date to but excluding the Commitment Termination Date (or earlier date of termination of the Commitments in their entirety), on the Aggregate Commitment (whether used or unused) in effect on such day and (ii) from and including such date of termination of the Commitments to but excluding the date the Loans shall be repaid in their entirety, on the aggregate principal amount of the Loans outstanding on such day. (B) Prior to the earlier of (a) the date of termination of the "Commitments" and the repayment in full in cash of all of the "Loans" and "L/C Obligations" under (and as such terms are defined in) the 5-Year Revolving Credit Agreement and (b) the Conversion Date, for each day on which the sum of (x) the aggregate principal amount of outstanding Loans hereunder plus (y) the aggregate principal amount of outstanding "Loans" and "L/C Obligations" under (and as defined in) the 5-Year Revolving Credit Agreement exceeds 33% of the sum of (i) the Aggregate Commitment hereunder plus (ii) the "Aggregate Commitment" under (and as defined in) the 5-Year Revolving Credit Agreement, a utilization fee at the applicable per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of outstanding Loans for the ratable benefit of the Banks. During the period from and after the date of termination of the "Commitments" and the repayment in full in cash of all of the "Loans" and "L/C Obligations" under (and as such terms are defined in) the 5-Year Revolving Credit Agreement, but prior to the Commitment Termination Date, for each day on which the aggregate principal amount of outstanding Loans exceeds 33% of the Aggregate Commitment, a utilization fee at the applicable per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of the Loans. From and after the Commitment Termination Date a utilization fee at the applicable per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of all outstanding Loans for the ratable benefit of the Banks (it being understood that if the Commitment Termination Date is caused by a termination in whole of the Aggregate Commitment on the Conversion Date pursuant to Section 2.08, then from and after the Conversion Date, a premium of 0.25% shall apply to the aggregate principal amount of all outstanding Loans, as more specifically described in the Pricing Schedule). (C) Fees accrued under this Section shall be payable quarterly in arrears on the date fifteen days after the last day of each March, June, September and December, whether occurring prior to or after the Conversion Date, and upon the termination of the Commitments in their entirety (and, if later, the date the Loans shall be repaid in their entirety). Prior to the earlier of (a) the date of termination of the "Commitments" and the repayment in full in cash of all of the "Loans" under (and as such terms are defined in) the 5-Year Revolving Credit Agreement and (b) the Conversion Date, for each day on which the sum of (x) the aggregate principal amount of outstanding Loans hereunder plus (y) the aggregate principal amount of outstanding "Loans" under (and as defined in) the 5-Year Revolving Credit Agreement exceeds 33% of the sum of (i) the Aggregate Commitment hereunder plus (ii) the "Aggregate Commitment" under (and as defined in) the 5-Year Revolving Credit Agreement, a utilization fee at the per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of outstanding Loans for the ratable benefit of the Banks. During the period from and after the date of termination of the "Commitments" and the repayment in full in cash of all of the "Loans" under (and as such terms are defined in) the 5-Year Revolving Credit Agreement, but prior to the Commitment Termination Date, for each day on which the aggregate principal amount of outstanding Loans exceeds 33% of the Aggregate Commitment, a utilization fee at the per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of the Loans. From and after the Commitment Termination Date a utilization fee at the per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of outstanding Loans for the ratable benefit of the Banks.

Facility Fees and Utilization Fees. (A) The Company shall pay to the Agent, for the account of the Banks ratably in proportion to their Commitments, a facility fee calculated for each day at the facility fee rate for such day determined in accordance with the Pricing Schedule. Such facility fee shall accrue for each day (i) from and including the Effective Closing Date to but excluding the Commitment Termination Date (or earlier date of termination of the Commitments in their entirety), on the Aggregate Commitment (whether used or unused) in effect on such day and (ii) from and including such date of termination of the Commitments to but excluding the date the Loans shall be repaid in their entirety, on the aggregate principal amount of the Loans outstanding on such day. (B) Prior to the earlier of (a) the date of termination of the "Commitments" and the repayment in full in cash of all of the "Loans" and "L/C Obligations" under (and as such terms are defined in) the 5-Year Revolving Credit Agreement and (b) the Conversion Date, for each day on which the sum of (x) the aggregate principal amount of outstanding Loans hereunder plus (y) the aggregate principal amount of outstanding "Loans" and "L/C Obligations" under (and as defined in) the 5-Year Revolving Credit Agreement exceeds 33% of the sum of (i) the Aggregate Commitment hereunder plus (ii) the "Aggregate Commitment" under (and as defined in) the 5-Year Revolving Credit SIDLEY XXXXXX XXXXX & XXXX LLP Agreement, a utilization fee at the applicable per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of outstanding Loans for the ratable benefit of the Banks. During the period from and after the date of termination of the "Commitments" and the repayment in full in cash of all of the "Loans" and "L/C Obligations" under (and as such terms are defined in) the 5-Year Revolving Credit Agreement, but prior to the Commitment Termination Date, for each day on which the aggregate principal amount of outstanding Loans exceeds 33% of the Aggregate Commitment, a utilization fee at the applicable per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of the Loans. From and after the Commitment Termination Date a utilization fee at the applicable per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of all outstanding Loans for the ratable benefit of the Banks (it being understood that if the Commitment Termination Date is caused by a termination in whole of the Aggregate Commitment on the Conversion Date pursuant to Section 2.08, then from and after the Conversion Date, a premium of 0.25% shall apply to the aggregate principal amount of all outstanding Loans, as more specifically described in the Pricing Schedule). (C) Fees accrued under this Section shall be payable quarterly in arrears on the date fifteen days after the last day of each March, June, September and December, whether occurring prior to or after the Conversion Date, and upon the termination of the Commitments in their entirety (and, if later, the date the Loans shall be repaid in their entirety). Prior to the earlier of (a) the date of termination of the "Commitments" and the repayment in full in cash of all of the "Loans" under (and as such terms are defined in) the 5-Year Revolving Credit Agreement and (b) the Conversion Date, for each day on which the sum of (x) the aggregate principal amount of outstanding Loans hereunder plus (y) the aggregate principal amount of outstanding "Loans" under (and as defined in) the 5-Year Revolving Credit Agreement exceeds 33% of the sum of (i) the Aggregate Commitment hereunder plus (ii) the "Aggregate Commitment" under (and as defined in) the 5-Year Revolving Credit Agreement, a utilization fee at the per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of outstanding Loans for the ratable benefit of the Banks. During the period from and after the date of termination of the "Commitments" and the repayment in full in cash of all of the "Loans" under (and as such terms are defined in) the 5-Year Revolving Credit Agreement, but prior to the Commitment Termination Date, for each day on which the aggregate principal amount of outstanding Loans exceeds 33% of the Aggregate Commitment, a utilization fee at the per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of the Loans. From and after the Commitment Termination Date a utilization fee at the per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of outstanding Loans for the ratable benefit of the Banks.

Facility Fees and Utilization Fees. The Company shall pay to the Agent, for the account of the Banks ratably in proportion to their Commitments, a facility fee calculated for each day at the facility fee rate for such day determined in accordance with the Pricing Schedule. Such facility fee shall accrue for each day (i) from and including the Effective Date to but excluding the Commitment Termination Date (or earlier date of termination of the Commitments in their entirety), on the Aggregate Commitment (whether used or unused) in effect on such day and (ii) from and including such date of termination of the Commitments to but excluding the date the Loans shall be repaid in their entirety, on the aggregate principal amount of the Loans outstanding on such day. Fees accrued under this Section shall be payable quarterly in arrears on the date fifteen days after the last day of each March, June, September and December, whether occurring prior to or after the Conversion Date, December and upon the termination of the Commitments in their entirety (and, if later, the date the Loans shall be repaid in their entirety). Prior to the earlier of (a) the date of termination of the "Commitments" and the repayment in full in cash of all of the "Loans" under (and as such terms are defined in) the 5-Year Revolving Credit Agreement and (b) the Conversion Date, for For each day on which the sum of (x) the aggregate principal amount of outstanding Loans hereunder plus (yother than Swingline Loans) the aggregate principal amount of outstanding "Loans" under (and as defined in) the 5-Year Revolving Credit Agreement exceeds 3325% but does not exceed 50% of the sum of (i) the Aggregate Commitment hereunder plus (ii) the "Aggregate Commitment" under (and as defined in) the 5-Year Revolving Credit Agreement, a utilization fee at the per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of outstanding Loans for the ratable benefit of the Banks. During the period from and after the date of termination of the "Commitments" and the repayment in full in cash of all of the "Loans" under (and as such terms are defined in) the 5-Year Revolving Credit Agreement, but prior to the Commitment Termination Date, for For each day on which the aggregate principal amount of outstanding Loans (other than Swingline Loans) exceeds 3350% of the Aggregate Commitment, a utilization fee at the per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of the Loans. From and after the Commitment Termination Date a utilization fee at the per annum rate set forth on the Pricing Schedule will accrue on the aggregate principal amount of outstanding Loans for the ratable benefit of the Banks. No utilization fee shall accrue on the Swingline Loans. Such utilization fees shall be payable in arrears on the date fifteen days after the last day of each March, June, September and December until the termination of the Commitments in their entirety (and, if later, the date the Loans shall be repaid in their entirety).