Common use of Facility Fee Clause in Contracts

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Facility (or, if the Revolving Facility has terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee 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 Total Revolving Credit Outstandings, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than Defaulting Lenders to the extent set forth in Section 2.16(a)(iii)) in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Facility Credit Commitments (or, if the Revolving Credit Facility has terminated, on the Outstanding Amount of all actual daily Total Revolving Loans, Bid Loans and L/C ObligationsCredit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Total Revolving Loans, Bid Loans or L/C Obligations remain outstandingCredit Outstandings is greater than zero (0)), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day Maturity Date in respect of the Availability Period for 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 Revolving Credit Facility Applicable 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 Rate for Facility Fees separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees was in effect.

Facility Fee. The Borrower shall 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 its such Lender’s Applicable Revolving PercentageCredit Percentage thereof), a facility fee (the “Facility Fee”) equal to the Applicable Rate Margin times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Bid Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.17. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Credit Loans, Bid Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV Section 4 is not met, and shall be due and payable quarterly in arrears on the last fifth day of each January, April, July and October (or the next succeeding Business Day of each March, June, September and December, commencing with the first if such date to occur after the Closing Dateday is not a Business Day), and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable 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 for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, Bank a facility fee (the “Facility Fee”), for each day during the periods from and including (i) equal the Effective Date to but excluding the Applicable Rate times earliest of (A) the actual date such Bank’s Commitment is terminated, (B) the Commitment Termination Date and (C) the date upon which the Committed Loans are converted to Term Loans pursuant to Section 2.8(g); on the daily average amount of such Bank’s Commitment (whether used or unused), provided that Facility Fees will not accrue on the amount of the Revolving Facility Commitment of any Defaulting Bank during the period in which such Bank remains a Defaulting Bank and (or, if ii) the Revolving Facility has terminatedCommitment Termination Date to but excluding the date the Loans shall be repaid in their entirety, on the Outstanding Amount daily average aggregate outstanding principal amount of all Revolving the Loans of such Bank; in each case at the rate per annum set forth below which corresponds to the Borrower’s Rating Level for such day: Borrower’s Rating Level Rate 1 0.03 % 2 0.04 % 3 0.05 % 4 0.07 % 5 0.09 % Accrued Facility Fees shall be payable (i) on the Quarterly Dates, and (ii) on the earlier of the date the Commitments are terminated and the Commitment Termination Date (and thereafter, (x) unless Committed Loans are converted to Term Loans pursuant to Section 2.8(g) on demand and, in any event, on the date the Loans shall be repaid in their entirety, and (y) with respect to any Term Loans, Bid (1) on the Quarterly Dates, and (2) on the earlier of the date the Term Loans are repaid in full and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility Term Maturity Date (and thereafter so long as thereafter, on demand and, in any Revolving Loansevent, Bid on the date the Term Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly repaid 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 demandtheir entirety). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect).

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans and L/C ObligationsSwing Line Loans), regardless of usage, subject to adjustment as provided in Section 2.152.14. The Facility Fee shall accrue at all times during the Extended Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations Swing Line Loans remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and and, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period for the Revolving Facility (and, if applicablewith respect to the Extended Commitments, thereafter after the last day of the Extended Availability Period on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility applicable to such Lender (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Effective Date, and on the last day of the Availability Period for the Revolving Facility 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 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 for the account ratable benefit of each the Revolving Lender in accordance with its Applicable Revolving PercentageLenders, a facility fee (the “Facility Fee”) at a per annum rate equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Facility Committed Amount (as such amount may be reduced pursuant to Section 2.07 above), regardless of usage, or, if the Aggregate Revolving Facility has Commitments have terminated, on the Outstanding Amount outstanding amount of all Revolving Loans, Bid Swing Line Loans and L/C Obligations, (the “Facility Fee” and collectively, for all the Revolving Lenders, the “Facility Fees”). To the extent applicable, regardless of usage, subject to adjustment as provided in Section 2.15. The the Facility Fee shall accrue at all times during the Availability Revolving Commitment Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations shall remain outstanding), including at any time periods during which one or more of the conditions to Extensions of Credit in Article IV is Section 4.02 may not be met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility Loan Maturity Date (and, if applicable, thereafter on demand). The ; provided, that, pursuant to Section 2.15(a)(iii), (i) no Facility Fee shall be calculated quarterly in arrears, and if there is any change in accrue on the Applicable Rate during any quarter, the actual daily amount Revolving Commitment of a Defaulting Lender so long as such Revolving Lender shall be computed a Defaulting Lender and multiplied (ii) any Facility Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Revolving Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Applicable Rate separately for each period during Borrower so long as such quarter that such Applicable Rate was Revolving Lender shall be a Defaulting Lender. The Administrative Agent shall distribute the Facility Fee to the Revolving Lenders pro rata in effectaccordance with the respective Revolving Commitments of the Revolving Lenders.

Facility Fee. The Borrower shall agrees to pay to the Administrative Agent for the pro rata account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to during the Applicable Rate times the actual daily amount of the Revolving Facility (or, if the Revolving Facility has terminated, period commencing on the Outstanding Amount of all Revolving LoansEffective Date and ending on the Expiration Date, Bid Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for calendar quarter in which the Effective Date shall have occurred, and on the Expiration Date, at a rate per annum equal to the Applicable Margin of (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 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 (andFee shall be payable upon demand. In addition, if applicableupon each reduction of the Aggregate Commitment Amount, thereafter the Borrower shall pay the Facility Fee accrued on demand)the amount of such reduction through the date of such reduction. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in computed on the Applicable Rate during any quarter, basis of a 360-day year for 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 effectnumber of days elapsed.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving PercentagePro Rata Share, a facility fee (the “Facility Fee”) equal to the Applicable Rate times multiplied by the actual daily amount of the Revolving Facility (or, if the Revolving Facility has terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans and L/C Obligations)Commitments, regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee facility fee for each Lender shall accrue at all times during from the Availability Period Closing Date (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 Credit Extensions (including Term Loans) outstanding after its Commitment terminates, then such Facility Fee shall continue to accrue on the Revolving Facility daily amount of such Lender’s Credit Extensions (and thereafter so long as any Revolving including Term Loans, Bid Loans or L/C Obligations remain outstanding), 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 Article IV is not met, and outstanding Credit Extensions (including Term Loans). 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 for the Revolving Facility (and, if applicable, thereafter on demand)such Lender. The Facility Fee 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. 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 Commencing at such time as the Ratings Based Pricing Grid becomes effective (the “Facility Fee Effective Date”), Borrower shall pay to the Administrative 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 applicable Facility Fee in the definition of Applicable Rate times the actual daily amount of the aggregate Revolving Facility Credit Commitments (or, if the Revolving Facility has Credit Commitments have terminated, on the Outstanding Amount of all Revolving Credit Loans, Bid Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.17. The Facility Fee shall accrue at all times when applicable during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Credit Loans, Bid Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee 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 agrees to pay to the Administrative Agent for the pro rata account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal during the period commencing on the earlier to the Applicable Rate times the actual daily amount occur of the Revolving Facility (orCaremark Merger Effective Date and July 31, if the Revolving Facility has terminated, 2007 and ending on the Outstanding Amount of all Revolving LoansExpiration Date, Bid Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for calendar quarter during which the Facility Fee shall commence to accrue, and on the Expiration Date, at a rate per annum equal to the Applicable Margin of (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been terminated in accordance with Section 2.6, the 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 (andFee shall be payable upon demand. In addition, if applicableupon each reduction of the Aggregate Commitment Amount, thereafter the Borrower shall pay the Facility Fee accrued on demand)the amount of such reduction through the date of such reduction. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in computed on the Applicable Rate during any quarter, basis of a 360-day year for 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 effectnumber of days elapsed.

Facility Fee. The Borrower shall shall, for each day during the term of this Agreement (i) on which there exists any Revolving Credit Exposure and (ii) that the Applicable Rate is determined pursuant to clause (b) of the definition of Applicable Rate, pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with its such Lender’s Applicable Revolving PercentageCredit Percentage thereof), a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Bid Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.17. The Facility Fee facility fee shall accrue at all times during the Availability Period for in respect of the Revolving Credit Facility (and thereafter so long as any Revolving Credit Loans, Bid Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV V is not met, and shall be due and payable quarterly in arrears on the last fifth day of each January, April, July and October (or the next succeeding Business Day of each March, June, September and December, commencing with the first if such date to occur after the Closing Dateday is not a Business Day), and on the last day of the Availability Period for in respect of the 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 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”) at a rate per annum equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations remain outstanding)Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Third Amendment and Restatement Effective Date, and on the last day of the Availability Period for 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 (and, if applicable, thereafter on demand)Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the 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 for the account of each Revolving Lender Lender, in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate for the Facility Fee times the actual daily amount of the Revolving Facility Interim Availability (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Committed Loans, Bid Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.17; 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 shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Committed Loans, Bid Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee 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 for the account of each Revolving applicable Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable 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, Bid 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 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 2.152.18. The Facility Fee 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, Bid 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 Article IV is not met, and shall be due and payable (x) quarterly in arrears on the last Business Day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date to occur after the Closing Date, 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 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 for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Facility Fee Rate set forth below times the actual daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the Dollar Equivalent of the Outstanding Amount of all Revolving Loans, Bid Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee facility fee shall accrue at all times during the Revolving Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last first Business Day of each MarchApril, 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 for the Revolving Facility 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 Rate Debt Rating 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. ³ ▇▇/▇- ▇▇ ▇▇▇▇/▇▇▇+ ▇▇ ▇▇▇▇/▇▇▇ ▇▇ ▇▇▇▇/▇▇▇- ▇▇ < 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 pay to the Administrative Agent for the account of each Revolving Dollar Lender in accordance with its Applicable Revolving Dollar Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Facility Dollar Tranche (or, if the Revolving Facility Dollar Tranche has terminated, on the Outstanding Amount of all Revolving Dollar Loans, Bid Dollar Swing Line Loans and Dollar L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee Borrower shall pay to the Administrative Agent for the account of each Multicurrency Lender in accordance with its Applicable Multicurrency Percentage, a facility fee equal to the Applicable Rate times the actual daily amount of the Multicurrency Tranche (or, if the Multicurrency Tranche has terminated, on the Outstanding Amount of all Multicurrency Loans, 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 for the Revolving Facility (and thereafter so long as any Revolving LoansCredit Loan, Bid Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable 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 for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable 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 any time that the Applicable Rate is determined based on the Debt Ratings Based Pricing Grid, the Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Commitment Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate facility fee as determined in the Debt Ratings Based Pricing Grid times the actual daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee facility fee shall accrue at all times during the Availability Revolving Commitment Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the tenth (10th) day following the last Business Day day of each March, June, September and December, commencing with the first such date to occur after the Closing DateApplicable Rate is determined based on the Debt Ratings Based Pricing Grid, and on the last day of the Availability Revolving Commitment Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate facility fee as determined in the Debt Ratings Based Pricing Grid separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. (i) The Borrower shall agrees to pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (on the “Facility Fee”) aggregate amount of such Revolving Lender’s Revolving Credit Commitment, from the Closing Date in the case of each Initial Lender that is a Revolving Lender and from the effective date specified in the Assumption Agreement or in the Assignment and Acceptance pursuant to which it became a Revolving Lender in the case of each other Revolving Lender until the Termination Date, at a rate per annum equal to the Applicable Rate times the actual daily amount Percentage in respect of the Revolving Credit Facility (orin effect from time to time, if the Revolving Facility has terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears quarterly on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing DateSeptember 30, 2025, and on the last day Termination Date of the Availability Period Revolving Credit Facility. (ii) The Borrower agrees to pay to the Agent, for the Revolving account of the Term Lenders, a facility fee (the “Term Loan Facility Fee”) from and including (anda) October 29, if applicable2025, thereafter on demand). The in the case of each Person that is a Term Lender as of such date, and (b) the effective date specified in the Assignment and Acceptance pursuant to which such Person became a Term Lender in the case of each Person that becomes a Term Lender after October 29, 2025, until the Term Loan Facility Fee shall be calculated quarterly Payment Date, payable in arrears, quarterly, as invoiced by the Agent on or before the due date, on the last Business Day of each March, June, September and if there is any change in December, commencing December 31, 2025, and on the Term Loan Facility Fee Payment Date, at the Applicable Rate during any quarter, Percentage in respect of the Term Loan Facility on the actual daily amount shall be computed and multiplied by of the Applicable Rate separately for each period during unfunded Term Commitments of such quarter that such Applicable Rate was in effectTerm Lender.

Facility Fee. The Each 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”) 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 Rate times the actual daily amount of the Revolving Facility (or, if the Revolving Facility has terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans and L/C Obligations), regardless of usage, subject to adjustment as provided Margin” in Section 2.151.01; times (ii) such Borrower’s Facility Percentage; times (iii) the Aggregate Revolving Commitments. The Facility Fee for each Borrower shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations remain outstanding)Period, including at any time during which one (1) or more of the conditions set forth in Article IV 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 DecemberDecember occurring during the Availability Period, commencing with the first (1st) such date to occur after the Closing Date, and (B) in the event that the Term Out Option (I) has not been exercised by the Borrowers in accordance with Section 2.06(b), 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 for the Revolving Facility (and, if applicable, thereafter on demand)Loans funded by it. The Facility 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. 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 At all times following the first date on which the Company has Investment Grade Status, the Company shall pay to the Administrative Agent with respect to each Tranche for the account of each Revolving Committed Loan Lender in such Tranche in accordance with its Applicable Revolving PercentagePercentage for such Tranche, a facility fee (the “Facility Fee”) equal to the Applicable Rate set forth in clause (b) of the definition thereof times the actual daily amount of the Revolving Facility aggregate Commitments for such Tranche (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Committed Loans, Bid Swing Line Loans and L/C ObligationsObligations in such Tranche), regardless of usage, subject to adjustment as provided in Section 2.152.18. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Committed Loans, Bid 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable 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 Rate (as set forth in clause (b) of the definition thereof) separately for each period during such quarter that such Applicable Rate (as set forth in clause (b) of the definition thereof) was in effect.

Facility Fee. The For each day during the term 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 in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Facility Fee Rate for the Revolving Credit Facility times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Bid Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.17. The Facility Fee facility fee shall accrue at all times during the Availability Period for in respect of the Revolving Credit Facility (and thereafter so long as any Revolving Credit Loans, Bid Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV VI is not met, and shall be due and payable quarterly in arrears on the last first (1st) 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 for in respect of the 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 Applicable Facility Fee Rate for the Revolving Credit Facility during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Facility Fee Rate for the Revolving Credit Facility separately for each period during such quarter that such Applicable Facility Fee Rate for the Revolving Credit Facility was in effect.

Facility Fee. The Borrower shall 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 its such Lender’s Applicable Revolving PercentageCredit Percentage thereof), a facility fee (the “Facility Fee”) equal to the Applicable Rate Margin times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans, Bid Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.17. The Facility Fee facility fee shall accrue at all times during the Availability Period for in respect of the Revolving Credit Facility (and thereafter so long as any Revolving Credit Loans, Bid Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV Section 4 is not met, and shall be due and payable quarterly in arrears on the last fifth day of each January, April, July and October (or the next succeeding Business Day of each March, June, September and December, commencing with the first if such date to occur after the Closing Dateday is not a Business Day), and on the last day of the Availability Period for in respect of the 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 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 shall, for each day during the term of this Agreement (i) on which there exists any Revolving Credit Exposure and (ii) that the Applicable Rate is determined pursuant to clause (b) of the definition of Applicable Rate, pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with its such Lender’s Applicable Revolving PercentageCredit Percentage thereof), a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the actual daily Outstanding Amount of all Revolving Loans, Bid Credit Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee facility fee shall accrue at all times during the Availability Period for 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 Loans, Bid Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV V is not met, and shall be due and payable quarterly in arrears on the last fifth day of each January, April, July and October (or the next succeeding Business Day of each March, June, September and December, commencing with the first if such date to occur after the Closing Dateday is not a Business Day), and on the last day of the Availability Period for in respect of the 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 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 At all times following the first date on which the Company has Investment Grade Status, the Company shall pay to the Administrative Agent with respect to each Tranche for the account of each Revolving Lender in such Tranche in accordance with its Applicable Revolving PercentagePercentage for such Tranche, a facility fee (the “Facility Fee”) equal to the Applicable Rate set forth in clause (b) of the definition thereof times the actual daily amount of the Revolving Facility aggregate Commitments for such Tranche (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Committed Loans, Bid Swing Line Loans and L/C ObligationsObligations in such Tranche), regardless of usage, subject to adjustment as provided in Section 2.152.18. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Committed Loans, Bid 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 Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable 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 Rate (as set forth in clause (b) of the definition thereof) separately for each period during such quarter that such Applicable Rate (as set forth in clause (b) of the definition thereof) was in effect.

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

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility applicable to such Lender (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Effective Date, and on the last day of the Availability Period for the Revolving Facility 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 AMERICAS/2021298575.5 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 pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid 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 2.152.09(a). The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Committed Loans, Bid Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not metmet and during the Term-Out period, if applicable, 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 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 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 Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Committed Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility applicable to such Lender (and thereafter so long as any Revolving Loans, Bid Committed Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Effective Date, and on the last day of the Availability Period for the Revolving Facility 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 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”) at a rate per annum equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations remain outstanding)Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Amendment Effective Date, and on the last day of the Availability Period for 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 (and, if applicable, thereafter on demand)Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the 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 any time that the Applicable Rate is determined based on the Debt Ratings Based Pricing Grid, the Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Commitment Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate facility fee as determined in the Debt Ratings Based Pricing Grid times the actual daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee facility fee shall accrue at all times during the Availability Revolving Commitment Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the tenth (10th) day following the last Business Day day of each March, June, September and December, commencing with the first such date to occur after the Closing DateApplicable Rate is determined based on the Debt Ratings Based Pricing Grid, and on the last day of the Availability Revolving Commitment Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate facility fee as determined in the Debt Ratings Based Pricing Grid 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 for the account of each Revolving Lender Lender, in accordance with its Applicable Revolving Commitment Percentage, a facility fee (the “Facility Fee”"FACILITY FEE") equal to the Applicable Rate Margin for Facility Fee (applied on a per diem basis) times the actual daily amount of the Revolving Facility (or, if the Revolving Facility has terminated, on the Outstanding Amount of all Revolving Loans, Bid 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 2.15such Lender's Pro Rata Part calculated on the Principal Debt). The Facility Fee shall accrue at all times during from the Availability Period for Closing Date until the Revolving Facility (date the Principal Debt has been paid in full and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, Revolver Commitment has been terminated and shall be due and payable quarterly in arrears on the last 10th Business Day of each MarchJanuary, JuneApril, September July, and DecemberOctober, commencing with the first such date to occur after the Closing Date, and ending on the last day of date both the Availability Period Principal Debt has been paid in full and the Revolver Commitment has been terminated for the Revolving Facility (and, if applicable, thereafter on demand)amount accrued during the previous fiscal quarterly period. The 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 Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin for Facility Fees (on a per diem basis) separately for each period during such quarter that such Applicable Rate 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 Company shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving PercentagePro 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 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 Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Swing Line Loans and L/C Obligations), in each case, regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV V is not met, 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 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 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 Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (fee, which shall accrue at the “Facility Fee”) equal to Fee Rate on the Applicable Rate times the actual daily amount of the Revolving Facility Credit Commitment of such Lender (orwhether used or unused) during the period from and including the Effective Date to but excluding the date on which the Revolving Credit Commitment terminates; provided that, if the such Lender continues to have any Revolving Facility has terminatedCredit Exposure after its Revolving Credit Commitment terminates, then such facility fee shall continue to accrue on the Outstanding Amount daily amount of all such Lender’s Revolving Loans, Bid Loans Credit Exposure from and L/C Obligations), regardless of usage, subject including the date on which its Revolving Credit Commitment terminates to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during but excluding the Availability Period for the Revolving Facility (and thereafter so long as date on which such Lender ceases to have any Revolving Loans, Bid Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and Credit Exposure. Accrued facility fees shall be due and payable quarterly in arrears on each Quarterly Date and on the last Business Day of each March, June, September and Decemberdate on which the Revolving Credit Commitments terminate, commencing with on the first such date to occur after the Closing Date, and date hereof; provided that any facility fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand. All facility fees shall be computed on the last day basis of the Availability Period a year of 360 days and shall be payable for the Revolving Facility actual number of days elapsed (and, if applicable, thereafter on demandincluding the first day but excluding the last day). The For purposes hereof, the “Facility Fee shall be calculated quarterly in arrearsRate” means, and if there is for any day, the rate per annum set forth below based upon the applicable Rating: > A+ or A1 0.040 % A or A2 0.050 % A- or A3 0.060 % BBB+ or Baa1 0.070 % BBB or Baa2 0.100 % < BBB- or Baa3 0.150 % For the purposes of this Agreement, (i) any change in the Applicable Facility Fee Rate during by reason of a change in the ▇▇▇▇▇’▇ Rating or the S&P Rating shall become effective on the date of announcement or publication by the respective rating agency of a change in such Rating or, in the absence of such announcement or publication, on the effective date of such changed Rating, (ii) at any quartertime at which the S&P Rating differs from the ▇▇▇▇▇’▇ Rating by more than one level, then the Facility Fee Rate shall be determined by reference to the level next below that of the higher of the two Ratings and (iii) at any time at which the S&P Rating differs from the ▇▇▇▇▇’▇ Rating by one level, then the Facility Fee Rate shall be determined by reference to the higher of the two Ratings. If the rating system of ▇▇▇▇▇’▇ or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the actual daily amount Borrowers and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Facility Fee Rate shall be computed and multiplied determined by reference to the Applicable Rate separately for each period during rating most recently in effect prior to such quarter that such Applicable Rate was in effectchange or cessation.

Facility Fee. The Borrower Company shall pay to the Multicurrency Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “a "Facility Fee”") in U.S. Dollars equal to the Applicable Rate times the actual daily amount of the Revolving Facility Facility, as reduced from time to time (or, if the Revolving Facility has and/or Revolving Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid 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 2.15applicable, for the account of each Australian Revolving Lender and Canadian Revolving Lender, respectively. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual 104 [Published CUSIP Number: ____] 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. 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 Company shall pay to the Administrative Agent for the account of each Non-Defaulting Lender having a Multicurrency Revolving Lender in accordance with Commitment (based on its Applicable Revolving PercentageMulticurrency Revolver Pro Rata Share), a facility fee (the “Multicurrency Facility Fee”) in Dollars equal to the Applicable Rate Facility Fee Percentage times the actual daily amount of the Total Multicurrency Revolving Facility Commitment (or, if the Total Multicurrency Revolving Facility Commitment has terminated, on the Outstanding Amount outstanding amount of all Multicurrency Revolving Loans, Bid Swing Line Loans and L/C LC Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Multicurrency Facility Fee shall accrue at all times during until the Availability Period for the Revolving Facility Multicurrency Revolver Termination Date (and thereafter so long as any Multicurrency Revolving Loans, Bid Swing Line Loans or L/C LC Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Quarterly Payment Date, and on the last day of the Availability Period for the Revolving Facility Multicurrency Revolver Termination Date (and, if applicable, thereafter on demand). The Multicurrency Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Facility Fee Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Facility Fee Percentage separately for each period during such quarter that such Applicable Rate Facility Fee Percentage 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”) at a rate per annum equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations remain outstanding)Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Second Amendment and Restatement Effective Date, and on the last day of the Availability Period for 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 (and, if applicable, thereafter on demand)Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the 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.. 43

Facility Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving PercentagePro Rata Share, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the aggregate Revolving Facility Credit Commitments (or, if the Revolving Facility has Credit Commitments have terminated, on the Outstanding Amount of all Revolving Credit Loans, Bid 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 2.15further 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 facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Credit Loans, Bid Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV V is not met, 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 Fee 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 any time that the Applicable Rate is determined based on the Debt Ratings Based Pricing Grid, the Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Commitment Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate facility fee as determined in the Debt Ratings Based Pricing Grid times the actual daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee facility fee shall accrue at all times during the Availability Revolving Commitment Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the tenth (10th) day following the last Business Day day of each March, June, September and December, commencing with the first such date to occur after the Closing DateApplicable Rate is determined based on the Debt Ratings Based Pricing Grid, and on the last day of the Availability Revolving Commitment Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate facility fee as determined in the Debt Ratings Based Pricing Grid separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Commencing at such time as the Ratings Based Pricing Grid becomes effective (the “Facility Fee Effective Date”), the Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Percentage, a facility fee in Dollars (the “Facility Fee”) equal to the applicable Facility Fee in the definition of Applicable Rate times the actual daily amount of the aggregate Revolving Facility Credit Commitments (or, if the Revolving Facility has Credit Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Credit Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.17. The Facility Fee shall accrue at all times during the Availability Period for commencing on the Revolving Facility Fee Effective Date (and thereafter so long as any Revolving Loans, Bid Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Facility Fee Effective Date, and on the last day of the Availability Period for the Revolving 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 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 Commencing at such time as the Ratings Based Pricing Grid becomes effective (the “Facility Fee Effective Date”), the Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Percentage, a facility fee in Dollars (the “Facility Fee”) equal to the applicable Facility Fee in the definition of Applicable Rate times the actual daily amount of the aggregate Revolving Facility Credit Commitments (or, if the Revolving Facility has Credit Commitments have terminated, on the Outstanding Amount of all ​ Revolving Loans, Bid Credit Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.17. The Facility Fee shall accrue at all times during the Availability Period for commencing on the Revolving Facility Fee Effective Date (and thereafter so long as any Revolving Loans, Bid Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Facility Fee Effective Date, and on the last day of the Availability Period for the Revolving 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 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 for the account of each Revolving Lender in accordance with its Applicable Revolving PercentagePro Rata Share, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the aggregate Revolving Facility Credit Commitments (or, if the Revolving Facility has Credit Commitments have terminated, on the Outstanding Amount of all Revolving Credit Loans, Bid 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 2.15further 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 facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Credit Loans, Bid Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility 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 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 Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Committed Loans, Bid Swing Line Loans and L/C Obligations), regardless of usage; provided that, subject during such time that any Lender is a Defaulting Lender, then such Defaulting Lender shall only be entitled to adjustment as provided in Section 2.15receive (and ▇▇▇▇▇▇▇▇▇ shall only be obligated to pay to or for the 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 Fee facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Committed Loans, Bid Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable 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 From and after the time that Administrative Agent receives a Credit Rating Confirmation Notice and a Credit Rating Election Notice, the Applicable Unused Fee shall no longer accrue (but any accrued Applicable Unused Fee shall be payable as provided in Section 2.09(a)), and the Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, Percentage a facility fee (the “Facility Fee”) equal to the Applicable applicable Facility Fee Rate times set forth in the table below multiplied by the actual daily amount of the Revolving Facility (or, if Aggregate Commitments from the Revolving Facility has terminated, on date thereof in the Outstanding Amount case of all Revolving Loans, Bid Loans each Lender then a party thereto and L/C Obligations), regardless from the effective date specified in the Assignment and Acceptance Agreement pursuant to which it became a Lender in the case of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during each other Lender until the last day of the Availability Period for the Revolving Facility (and thereafter so long as any Revolving LoansPeriod, Bid Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period Period. The Facility Fee payable to the account of each Lender shall be calculated daily for each period for which the Revolving Facility (and, if applicable, thereafter on demand). Fee is payable during such period at the rate per annum set forth below: The Facility Fee shall be calculated quarterly determined by reference to the Credit Rating Level in arrearseffect from time to time; provided, and if there is any however, that no change in the Applicable Rate during any quarter, Facility Fee rate resulting from a change in the actual daily amount Credit Rating Level shall be computed effective until one Business Day after the date on which the Administrative Agent receives written notice, pursuant to Section 6.03(e) or addressed to the Administrative Agent from the applicable Rating Agency, of a change in such Credit Rating Level or otherwise confirms such change through information made publicly available by such Rating Agency.” (i) By (i) deleting the reference to “0.25%” in clause (b)(iii) of Section 2.16 of the Credit Agreement, and multiplied by inserting in lieu thereof a reference to “0.20%” and (ii) deleting in its entirety clause (a) of Section 2.16 of the Applicable Rate separately for each period during Credit Agreement and inserting in lieu thereof the following new clause (a) to such quarter that such Applicable Rate was in effect.Section:

Facility Fee. The Borrower shall pay to the Administrative Agent OpCo, for the account of the Borrower, agrees to pay or cause to be paid to the Agent for account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee per annum Facility Fee (the “Facility Fee”) on the actual daily amount of such ▇▇▇▇▇▇’s Commitment, for the period from and including the Agreement Effective Date (or such later date as such Lender incurs a Commitment hereunder) to but not including the later of the date such ▇▇▇▇▇▇’s Commitment is terminated and the repayment of the Loans in full, equal to the Applicable Rate times (for the Facility Fee) multiplied by the actual daily amount of the Revolving such Lender’s Commitment for such period; provided that, for any period during which a Lender is a Defaulting Lender, such Defaulting Lender shall not be entitled to receive any Facility Fee (or, if the Revolving Facility has terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans and L/C ObligationsOpCo shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during be payable to the Availability Period Agent for the Revolving Facility account of each Lender (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable a) quarterly in arrears on the last Business Day day of each March, June, September and December, commencing with the first such date to occur after the Closing Dateon June 30, 2022, and (b) on the last day earlier of (i) the date the Commitments are terminated in full and (ii) the Loan Maturity Date of the Availability Period for the Revolving 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 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 effectapplicable Lender.

Facility Fee. The Borrower Commencing at such time as the Ratings Based Pricing Grid becomes effective (the “Facility Fee Effective Date”), the Company shall pay to the Administrative Agent ​ ​ for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Percentage, a facility fee in Dollars (the “Facility Fee”) equal to the applicable Facility Fee in the definition of Applicable Rate times the actual daily amount of the aggregate Revolving Facility Credit Commitments (or, if the Revolving Facility has Credit Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Credit Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.17. The Facility Fee shall accrue at all times during the Availability Period for in respect of the Revolving Credit Facility commencing on the Facility Fee Effective Date (and thereafter so long as any Revolving Loans, Bid Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Facility Fee Effective Date, and on the last day of the Availability Period for 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 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 shall, for each day during the term of this Agreement (i) on which there exists any Revolving Credit Exposure and (ii) that the Applicable Rate is determined pursuant to clause (b) of the definition of Applicable Rate, pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with its such Lender’s Applicable Revolving PercentageCredit Percentage thereof), a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the actual daily Outstanding Amount of all Revolving Loans, Bid Credit Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee facility fee shall accrue at all times during the Availability Period for in respect of the Revolving Credit Facility (and thereafter so long as any Revolving Loans, Bid Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV VI is not met, and shall be due and payable quarterly in arrears on the last fifth day of each January, April, July and October (or the next succeeding Business Day of each March, June, September and December, commencing with the first if such date to occur after the Closing Dateday is not a Business Day), and on the last day of the Availability Period for in respect of the 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 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. (a) The Borrower shall agrees to pay to the Administrative Agent Agent, for the account of each Revolving Lender the Lenders in accordance with its Applicable Revolving each Lender's Commitment Percentage, a facility fee (the “"Facility Fee”) "), from the Effective Date through the Maturity Date, computed as follows: during the Revolving Credit Period and while any Term Loans are outstanding, an amount, determined periodically as hereinafter set forth, equal to the product of (i) the Applicable Rate Facility Fee Percentage times (ii) the actual average daily amount of Total Commitment Amount (during each such period included in the Revolving Facility Credit Period), or the average daily outstanding principal balance of all Term Loans (or, if during each such period after the Revolving Facility has terminated, on the Outstanding Amount of all Revolving Loans, Bid Credit Loans and L/C Obligationsare converted to Term Loans as contemplated by Section 2.1(b)), regardless of usage, subject to adjustment as provided in Section 2.15the case may be. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year, commencing with on the first such date to occur after day following the Closing Effective Date, on any optional reduction of the Total Commitment Amount, and on the last Maturity Date. The Facility Fee (and the Applicable Facility Fee Percentage) shall be calculated on the basis of a 360 day of the Availability Period year for the Revolving actual number of days elapsed without regard to the amount of Loans outstanding during any period for which the Facility Fee is computed. (andb) The Borrower agrees to pay any other fees payable to any Credit Party under any separate agreement at the times so agreed upon in such separate agreements. (c) The Facility Fee shall be paid on the dates due, if applicablein immediately available funds, thereafter on demand)to the Administrative Agent for distribution directly to the Credit Party to whom such Facility Fee is payable. The Facility Fee shall not be calculated quarterly in arrears, and if there is refundable under 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 effectcircumstances.

Facility Fee. The Borrower shall agrees to pay to the Administrative Agent for the pro rata account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “"Facility Fee”") equal to during the Applicable Rate times the actual daily amount of the Revolving Facility (or, if the Revolving Facility has terminated, period commencing on the Outstanding Amount of all Revolving LoansEffective Date and ending on the Expiration Date, Bid Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for calendar quarter in which the Effective Date shall have occurred, and on the Expiration Date, at a rate per annum equal to the Applicable Margin of (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 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 (andFee shall be payable upon demand. In addition, if applicableupon each reduction of the Aggregate Commitment Amount, thereafter the Borrower shall pay the Facility Fee accrued on demand)the amount of such reduction through the date of such reduction. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in computed on the Applicable Rate during any quarter, basis of a 360-day year for 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 effectnumber of days elapsed.

Facility Fee. The Borrower For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than Defaulting Lenders to the extent set forth in Section 2.17(a)(iii)) in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Facility Credit Commitments (or, if the Revolving Credit Facility has terminated, on the Outstanding Amount of all actual daily Total Revolving Loans, Bid Loans and L/C ObligationsCredit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.152.17. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Total Revolving Loans, Bid Loans or L/C Obligations remain outstandingCredit Outstandings is greater than zero (0)), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day Maturity Date in respect of the Availability Period for 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 Revolving Credit Facility Applicable 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 Rate for Facility Fees separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees 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”) at a rate per annum equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans or L/C Obligations remain outstanding)Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Second Amendment and Restatement Effective Date, and on the last day of the Availability Period for 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 (and, if applicable, thereafter on demand)Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the 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 Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Committed Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Committed Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Effective Date, and on the last day of the Availability Period for the Revolving Facility (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 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.