Common use of Facility Fee Clause in Contracts

Facility Fee. 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 Credit Commitments (or, if the Revolving Credit Facility has terminated, on the actual daily Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.16. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit 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 Maturity Date 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 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. For The Borrower shall, for each day prior to during the termination term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the payment in full Applicable Margin is determined pursuant to clause (b) of the Total Revolving Credit Outstandingsdefinition of Applicable Margin, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (other than Defaulting Lenders to the extent set forth in Section 2.16(a)(iii)) in accordance with its such Lender’s Applicable Revolving Credit PercentagePercentage thereof), a facility fee (the “Facility Fee”) equal to the Applicable Rate Margin times the actual daily amount of the Aggregate Revolving Credit Commitments Facility (or, if the Revolving Credit Facility has terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.17. The Facility Fee facility fee shall accrue at all times during the Availability Period (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)Loans, 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 Maturity Date in respect last day of the Revolving Credit Facility Availability Period (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Revolving Credit Facility Applicable Rate for Facility Fees set forth in the definition of “Applicable Rate” Margin during any quarter, the actual daily amount shall be computed and multiplied by the applicable Revolving Credit Facility Applicable Rate for Facility Fees Margin separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees Margin was in effect.

Facility Fee. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Borrower 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, 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 Aggregate Revolving Credit Commitments Commitment of any Defaulting Bank during the period in which such Bank remains a Defaulting Bank and (or, if ii) the Revolving Credit Facility has terminatedCommitment Termination Date to but excluding the date the Loans shall be repaid in their entirety, on the actual daily Total Revolving Credit Outstandings)average aggregate outstanding principal amount of 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, regardless and (ii) on the earlier of usage, subject to adjustment as provided in Section 2.16. The Facility Fee shall accrue at all times during the Availability Period date the Commitments are terminated and the Commitment Termination Date (and thereafter so long as Total Revolving Credit Outstandings is greater than zero thereafter, (0x) 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, (1) on the Quarterly Dates, and (2) on the earlier of the date the Term Loans are repaid in full and the Term Maturity Date (and thereafter, on demand and, in any event, on the date the Term Loans shall be repaid in their entirety)), 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 Maturity Date 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 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. For each day prior The Borrower agrees 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 pro rata 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 during the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has terminated, period commencing on the actual daily Total Revolving Credit Outstandings)Effective Date and ending on the Expiration Date, regardless of usage, subject to adjustment as provided in Section 2.16. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit 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 day of each March, June, September and DecemberDecember of each year, commencing with on the first such date to occur after last day of the Closing Datecalendar quarter in which the Effective Date shall have occurred, and on the Maturity Expiration Date, at a rate per annum equal to the Applicable Margin of (a) prior to the Commitment Termination Date in respect 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 Revolving Credit Facility Applicable Rate basis of a 360-day year 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 effectnumber of days elapsed.

Facility Fee. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Borrower 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 Credit Commitments (or, if the Revolving Credit Facility has Aggregate Commitments have terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans and Swing Line Loans), regardless of usage, subject to adjustment as provided in Section 2.162.14. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)Loans or 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 Maturity Date in respect last day of the Revolving Credit Facility Original Availability Period (and, if applicablewith respect to the Original Commitments, thereafter 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 (and, with respect to the Extended Commitments, 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 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. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Borrower 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 PercentagePro Rata Share, a facility fee (the “Facility Fee”) equal to the Applicable Rate times multiplied by the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has terminated, on the actual daily Total Revolving Credit Outstandings)Commitments, regardless of usage, subject to adjustment as provided in Section 2.16. The Facility Fee facility fee for each Lender shall accrue at all times during from the Availability Period Closing Date (and thereafter so long or such later date as Total Revolving such Lender becomes party hereto, as applicable) until the Maturity Date for such Lender provided that, if such Lender continues to have any Credit Outstandings is greater than zero Extensions (0)including Term Loans) outstanding after its Commitment terminates, then such Facility Fee shall continue to accrue on the daily amount of such Lender’s Credit Extensions (including Term Loans), from and including at the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any time during which one or more of the conditions in 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 Maturity Date in respect of the Revolving Credit Facility (and, if applicable, thereafter on demand)for such Lender. The Facility Fee 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. 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. For each day prior to From and after the termination of this Agreement and the payment in full of the Total Revolving Credit OutstandingsClosing Date, the Borrowers shall Borrower agrees to pay to the Administrative Agent for the account ratable benefit of each the 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 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 Credit Commitments Committed Amount (or, if the Revolving Credit Facility has terminated, on the actual daily Total Revolving Credit Outstandingsas such amount may be reduced pursuant to Section 2.07 above), regardless of usage, subject to adjustment as provided in Section 2.16or, if the Aggregate Revolving Commitments have terminated, on the outstanding amount of all Revolving Loans, Swing Line Loans and L/C Obligations, (the “Facility Fee” and collectively, for all the Revolving Lenders, the “Facility Fees”). The To the extent applicable, the Facility Fee shall accrue at all times during the Availability Revolving Commitment Period (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0)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 Revolving Loan Maturity Date in respect of the Revolving Credit Facility (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 Revolving Credit Facility Applicable Rate for Facility Fees set forth in the definition Commitment of “Applicable Rate” during any quarter, the actual daily amount 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 Revolving Credit Facility Applicable Rate for Facility Fees separately for each period during such quarter that Borrower so long as such Revolving Credit Lender shall be a Defaulting Lender. The Administrative Agent shall distribute the Facility Applicable Rate for Facility Fees was Fee to the Revolving Lenders pro rata in effectaccordance with the respective Revolving Commitments of the Revolving Lenders.

Facility Fee. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Borrower 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 Credit Commitments (or, if the Revolving Credit Facility has Aggregate Commitments have terminated, on the actual daily Total Revolving Credit OutstandingsOutstanding Amount of all Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.16. The Facility Fee shall accrue at all times during the Availability Period applicable to such Lender (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0)any 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 Maturity Date in respect last day of the Revolving Credit Facility Availability Period applicable to such Lender (and, if applicable, thereafter on demand); provided that (A) except to the extent of the Outstanding Loans funded by such Defaulting Lender, no Facility Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Facility Fee that would have otherwise accrued with respect to the Commitment of a Defaulting Lender but for the application of clause (A) above shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Facility Fee 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. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Company shall pay to the Administrative Agent for the account of each Revolving Credit applicable 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”) 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 Aggregate Revolving Credit Commitments Facility (or, if the Revolving Credit Facility has terminated, on the Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations) and (B) the Term Facility, and (ii) at all times after the Term Loan Availability Period, the actual daily Total amount of the Revolving Credit OutstandingsFacility (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 2.162.18. 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 Total any Revolving Credit Outstandings is greater than zero (0))Loans, Swing Line Loans or L/C Obligations remain outstanding) and during the Term Loan Availability Period, including at any time during which one or more of the conditions in 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 Maturity Date in respect 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 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. For each day prior to Commencing at such time as the termination of this Agreement and Ratings Based Pricing Grid becomes effective (the payment in full of the Total Revolving Credit Outstandings“Facility Fee Effective Date”), the Borrowers Borrower 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 Facility Fee in the definition of Applicable Rate times the actual daily amount of the Aggregate aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has Commitments have terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.17. The Facility Fee shall accrue at all times when applicable during the Availability Period (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)Loans, 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 Maturity Date in respect last day of the Revolving Credit Facility Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the 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. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Company 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)) Lender, in accordance with its Applicable Revolving Credit 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 Aggregate Revolving Credit Commitments Interim Availability (or, if the Revolving Credit Facility has Aggregate Commitments have terminated, on the actual daily Total Revolving Credit OutstandingsOutstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.17; 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 (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0)any Committed Loans, 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 Maturity Date in respect last day of the Revolving Credit Facility Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the 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. For each day prior The Borrower agrees 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 pro rata 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 during the period commencing on the earlier to the Applicable Rate times the actual daily amount occur of the Aggregate Revolving Credit Commitments (orCaremark Merger Effective Date and July 31, if the Revolving Credit Facility has terminated, 2007 and ending on the actual daily Total Revolving Credit Outstandings)Expiration Date, regardless of usage, subject to adjustment as provided in Section 2.16. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit 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 day of each March, June, September and DecemberDecember of each year, commencing with on the first such date last day of the calendar quarter during which the Facility Fee shall commence to occur after the Closing Dateaccrue, and on the Maturity Expiration Date, at a rate per annum equal to the Applicable Margin of (a) prior to the Commitment Termination Date in respect 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 Revolving Credit Facility Applicable Rate basis of a 360-day year 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 effectnumber of days elapsed.

Facility Fee. For Borrower shall, for each day prior to during the termination term of this Agreement (i) on which there exists any Revolving Credit Exposure and (ii) that the payment in full Applicable Rate is determined pursuant to clause (b) of the Total Revolving Credit Outstandingsdefinition of Applicable Rate, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (other than Defaulting Lenders to the extent set forth in Section 2.16(a)(iii)) in accordance with its such Lender’s Applicable Revolving Credit PercentagePercentage thereof), a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments Facility (or, if the Revolving Credit Facility has terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.17. The Facility Fee facility fee shall accrue at all times during the Availability Period in respect of the Revolving Credit Facility (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)Loans, 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 Maturity Date last day of the Availability Period 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 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. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Borrower shall pay to the Administrative Agent 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”) at a rate per annum equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Aggregate Revolving Credit Facility has Commitments have terminated, on the actual daily Total Revolving Credit OutstandingsOutstanding Amount of all Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.15. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0))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 Maturity Date in respect of Date; provided, that (A) no Facility Fee shall accrue on the Revolving Credit 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 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. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit OutstandingsOpCo, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than Defaulting Lenders the Borrower, agrees to pay or cause to be paid to the extent set forth in Section 2.16(a)(iii)) in accordance with its Applicable Revolving Credit Percentage, Agent for account of each Lender 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 Aggregate Revolving Credit Commitments 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 Credit Facility has terminated, on the actual daily Total Revolving Credit Outstandingsand OpCo 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 2.16. The Facility Fee shall accrue at all times during be payable to the Availability Period Agent for account of each Lender (and thereafter so long as Total Revolving Credit 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 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 earlier of (i) the date the Commitments are terminated in full and (ii) the Loan Maturity Date 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 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 effectLender.

Facility Fee. For The Borrower shall, for each day prior to during the termination term of this Agreement (i) on which there exist any Revolving Credit Commitments and (ii) that the payment in full Applicable Margin is determined pursuant to clause (b) of the Total Revolving Credit Outstandingsdefinition of Applicable Margin, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (other than Defaulting Lenders to the extent set forth in Section 2.16(a)(iii)) in accordance with its such Lender’s Applicable Revolving Credit PercentagePercentage thereof), a facility fee (the “Facility Fee”) equal to the Applicable Rate Margin times the actual daily amount of the Aggregate Revolving Credit Commitments Facility (or, if the Revolving Credit Facility has terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.17. The Facility Fee facility fee shall accrue at all times during the Availability Period in respect of the Revolving Credit Facility (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)Loans, 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 Maturity Date last day of the Availability Period 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 Revolving Credit Facility Applicable Rate for Facility Fees set forth in the definition of “Applicable Rate” Margin during any quarter, the actual daily amount shall be computed and multiplied by the applicable Revolving Credit Facility Applicable Rate for Facility Fees Margin separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees Margin was in effect.

Facility Fee. For Borrower shall, for each day prior to during the termination term of this Agreement (i) on which there exists any Revolving Credit Exposure and (ii) that the payment in full Applicable Rate is determined pursuant to clause (b) of the Total Revolving Credit Outstandingsdefinition of Applicable Rate, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (other than Defaulting Lenders to the extent set forth in Section 2.16(a)(iii)) in accordance with its such Lender’s Applicable Revolving Credit PercentagePercentage thereof), a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments Facility (or, if the Revolving Credit Facility has terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.16. The Facility Fee facility fee shall accrue at all times during the Availability Period in respect of the Revolving Credit Facility and when the Applicable Rate is determined pursuant to clause (b) of the definition of Applicable Rate (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)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 Maturity Date last day of the Availability Period 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 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. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers Each Borrower shall pay to the Administrative Agent 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”) 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 Margin” in Section 1.01; times the actual daily amount of (ii) such Borrower’s Facility Percentage; times (iii) the Aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has terminated, on the actual daily Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.16Commitments. The Facility Fee for each Borrower shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0))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 Revolving Loan Maturity Date Date, or (II) has been exercised by the Borrowers in respect 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 Revolving Credit 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 Revolving Credit Facility Applicable Rate for Facility Fees set forth in the definition of “Applicable Rate” Margin during any quarter, the actual daily amount shall be computed and multiplied by the applicable Revolving Credit Facility Applicable Rate for Facility Fees Margin separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees 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. For each day prior to Commencing at such time as the termination of this Agreement and Ratings Based Pricing Grid becomes effective (the payment in full of the Total Revolving Credit Outstandings“Facility Fee Effective Date”), the Borrowers Company 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 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 aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has Commitments have terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.17. The Facility Fee shall accrue at all times during the Availability Period in respect of the Revolving Credit Facility commencing on the Facility Fee Effective Date (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)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 Maturity Date last day of the Availability Period in respect of the Revolving Credit Facility (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the 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. For each day prior to From and after the termination of this Agreement and the payment in full of the Total Revolving Credit OutstandingsClosing Date, the Borrowers shall Borrower agrees to pay to the Administrative Agent for the account ratable benefit of each Revolving Credit Lender the Lenders (other than a Defaulting Lenders to the extent set forth Lender which shall be dealt with as provided in Section 2.16(a)(iii)2.14 hereof) in accordance with its Applicable Revolving Credit Percentage, a facility commitment fee (the “Facility Fee”) for each calendar quarter, prorated for partial quarters, in an amount equal to the amount denoted under the heading “Facility Fee” as set forth in the definition of “Applicable Rate times Percentage” herein multiplied by the actual daily amount of the Aggregate Revolving Credit Commitments (or, or if the Aggregate Revolving Credit Facility has Commitments shall have expired or been terminated, on the actual daily Total Outstanding Amount of the Revolving Credit OutstandingsObligations), regardless of usage, subject to adjustment as provided in Section 2.16. The Facility Fee shall accrue at all times during the Availability Commitment Period (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0)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 of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Revolving Termination Date in respect of the Revolving Credit Facility (and, if applicable, thereafter on demand). The Administrative Agent shall distribute the Facility Fee shall be calculated quarterly to the Lenders pro rata in arrears, and if there is any change in accordance with the respective Revolving Credit Facility Applicable Rate for Facility Fees set forth in Commitments of 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 effectLenders.

Facility Fee. 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”) in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has Aggregate Commitments have terminated, on the actual daily Total Revolving Credit OutstandingsOutstanding Amount of all Committed Loans, 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 2.16receive (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 (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0)any Committed Loans, 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 Maturity Date in respect last day of the Revolving Credit Facility Availability Period (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the 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. For each day prior to At any time that the termination of this Agreement and Applicable Rate is determined based on the payment in full of the Total Revolving Credit OutstandingsDebt Ratings Based Pricing Grid, the Borrowers Borrower 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 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 Credit Commitments (or, if the Aggregate Revolving Credit Facility has Commitments have terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.15. The Facility Fee facility fee shall accrue at all times during the Availability Revolving Commitment Period (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)Loans, 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 Maturity Date in respect last day of the Revolving Credit Facility Commitment Period (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the 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 facility fee as determined in the Debt Ratings Based Pricing Grid separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees was in effect.

Facility Fee. For Borrower shall, for each day prior to during the termination term of this Agreement (i) on which there exists any Revolving Credit Exposure and (ii) that the payment in full Applicable Rate is determined pursuant to clause (b) of the Total Revolving Credit Outstandingsdefinition of Applicable Rate, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (other than Defaulting Lenders to the extent set forth in Section 2.16(a)(iii)) in accordance with its such Lender’s Applicable Revolving Credit PercentagePercentage thereof), a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments Facility (or, if the Revolving Credit Facility has terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.16. The Facility Fee facility fee shall accrue at all times during the Availability Period in respect of the Revolving Credit Facility (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)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 Maturity Date last day of the Availability Period 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 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. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Company 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 PercentagePro Rata Share, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has Commitments have terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans, 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 2.16further 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 (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)Loans, 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 Maturity Date 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 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. For each day prior to At any time that the termination of this Agreement and Applicable Rate is determined based on the payment in full of the Total Revolving Credit OutstandingsDebt Ratings Based Pricing Grid, the Borrowers Borrower 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 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 Credit Commitments (or, if the Aggregate Revolving Credit Facility has Commitments have terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.15. The Facility Fee facility fee shall accrue at all times during the Availability Revolving Commitment Period (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)Loans, 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 Maturity Date in respect last day of the Revolving Credit Facility Commitment Period (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the 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 facility fee as determined in the Debt Ratings Based Pricing Grid separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees was in effect.effect.[Reserved]

Facility Fee. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Borrower 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 Credit Commitments (or, if the Revolving Credit Facility has Aggregate Commitments have terminated, on the actual daily Total Revolving Credit OutstandingsOutstanding Amount of all Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.16. The Facility Fee shall accrue at all times during the Availability Period applicable to such Lender (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0)any 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 Maturity Date in respect last day of the Revolving Credit Facility Availability Period applicable to such Lender (and, if applicable, thereafter on demand); provided that (A) except to the extent of the Outstanding Loans funded by such Defaulting Lender, no Facility Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Facility Fee that would have otherwise accrued with respect to the Commitment of a Defaulting Lender but for the application of clause (A) above shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The AMERICAS/2021298575.5 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. 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)) Lender, in accordance with its Applicable Revolving Credit 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 Aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has terminated, on the actual daily Total Revolving Credit Outstandings)Revolver Commitment, regardless of usageusage (or if the Revolver Commitment has been terminated, subject to adjustment as provided in Section 2.16such Lender's Pro Rata Part calculated on the Principal Debt). The Facility Fee shall accrue at all times during from the Availability Period (Closing Date until the date the Principal Debt has been paid in full and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0)), 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 Maturity Date date both the Principal Debt has been paid in respect of full and the Revolving Credit Facility (and, if applicable, thereafter on demand)Revolver Commitment has been terminated for the 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 Revolving Credit Facility Applicable Rate for Facility Fees set forth in the definition of “Applicable Rate” Margin during any quarter, the actual daily amount shall be computed and multiplied by the applicable Revolving Credit Facility Applicable Rate Margin for Facility Fees (on a per diem basis) separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees 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. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Borrower 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”) in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has Aggregate Commitments have terminated, on the actual daily Total Revolving Credit OutstandingsOutstanding Amount of all Committed Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.16. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0)any 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 Maturity Date in respect last day of the Revolving Credit Facility Availability Period (and, if applicable, thereafter on demand); provided, that (A) no Facility Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Facility Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Facility Fee 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. For each day prior (i) The Borrower agrees 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 (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 Aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has terminatedin effect from time to time, on the actual daily Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.16. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit 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 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 Maturity Termination Date of the Revolving Credit Facility. (ii) The Borrower agrees to pay to the Agent, for the account of the Term Lenders, a facility fee (the “Term Loan Facility Fee”) from and including (a) October 29, 2025, 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 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 December, commencing December 31, 2025, and on the Term Loan Facility Fee Payment Date, at the Applicable Percentage in respect of the Revolving Credit Term Loan 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 of the applicable Revolving Credit Facility Applicable Rate for Facility Fees separately for each period during unfunded Term Commitments of such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees was in effectTerm Lender.

Facility Fee. For each day prior Mondelēz International agrees 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 Agent, in Dollars, 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 ), which shall accrue at the Applicable Rate times Facility Fee Rate, on the actual aggregate daily amount of the Aggregate Revolving Credit Commitments Commitment of such Lender (orwhether drawn or undrawn) from the Effective Date until the Termination Date; provided that, if any Lender continues to have any Advances (other than Competitive Bid Advances) outstanding after its Commitment terminates (including as a result of Mondelēz International exercising its rights under Section 2.10(b)), then the Revolving Credit Facility has terminatedFee shall continue to accrue, at the Applicable Facility Fee Rate, on the actual daily Total Revolving Credit Outstandings), regardless amount of usage, subject such Lender’s Advances (other than Competitive Bid Advances) outstanding from and including the date on which such Commitment terminates to adjustment as provided in Section 2.16but excluding the date on which such Lender ceases to have any such Advances outstanding. The Accrued Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit 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 Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and DecemberDecember of each year, commencing with on the first such date to occur after the Closing Date, Effective Date and on the Maturity Date in respect Termination Date; provided that any Facility Fees accruing on any Lender’s Advances (other than Competitive Bid Advances) outstanding after its Commitment terminates (other than as a result of the Revolving Credit Facility (and, if applicable, thereafter Mondelēz International exercising its rights under Section 2.10(b)) shall be payable 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 All Facility Fees set forth in the definition of “Applicable Rate” during any quarter, the actual daily amount shall be computed on the basis of a year of 360 days and multiplied by shall be payable for 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 effectactual number of days elapsed (including the first day but excluding the last day).

Facility Fee. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Company 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 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 Credit Commitments (or, if the Aggregate Revolving Credit Facility has Commitments have terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans, Swing Line Loans and L/C Obligations), in each case, regardless of usage, subject to adjustment as provided in Section 2.162.15. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)Loans, 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 Maturity Date 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 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. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Company 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 PercentagePro Rata Share, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has Commitments have terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans, 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 2.16further 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 (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)Loans, 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 Maturity Date in respect last day of the Revolving Credit Facility Availability Period (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the 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. For each day prior to Commencing at such time as the termination of this Agreement and Ratings Based Pricing Grid becomes effective (the payment in full of the Total Revolving Credit Outstandings“Facility Fee Effective Date”), the Borrowers Company 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 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 aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has Commitments have terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.17. The Facility Fee shall accrue at all times during the Availability Period commencing on the Facility Fee Effective Date (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)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 Maturity Date in respect last day of the Revolving Credit Facility Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the 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. For each day prior to From and after the termination of this Agreement time that Administrative Agent receives a Credit Rating Confirmation Notice and a Credit Rating Election Notice, the payment Applicable Unused Fee shall no longer accrue (but any accrued Applicable Unused Fee shall be payable as provided in full of the Total Revolving Credit OutstandingsSection 2.09(a)), and 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, 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 Aggregate Revolving Credit Commitments (or, if from the Revolving Credit Facility has terminated, on date thereof in the actual daily Total Revolving Credit Outstandings), regardless case of usage, subject each Lender then a party thereto and from the effective date specified in the Assignment and Acceptance Agreement pursuant to adjustment as provided which it became a Lender in Section 2.16. The Facility Fee shall accrue at all times during the case of each other Lender until the last day of the Availability Period (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0))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 Date, and on the Maturity Date in respect last day of the Revolving Credit Availability Period. The Facility (and, if applicable, thereafter on demand). Fee payable to the account of each Lender shall be calculated daily for each period for which the Facility Fee is payable during such period at the rate per annum set forth below: The Facility Fee shall be 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 Revolving Credit Facility Applicable Rate for Facility Fees set forth Fee rate resulting from a change in the definition of “Applicable Rate” during any quarter, the actual daily amount Credit Rating Level shall be computed and multiplied by 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 Revolving Rating Agency, of a change in such Credit Facility Applicable Rate for Facility Fees separately for each period during Rating Level or otherwise confirms such quarter that change through information made publicly available by such Revolving Rating Agency.” (i) By (i) deleting the reference to “0.25%” in clause (b)(iii) of Section 2.16 of the Credit Facility Applicable Rate for Facility Fees was Agreement, and inserting in effect.lieu thereof a reference to “0.20%” and (ii) deleting in its entirety clause (a) of Section 2.16 of the Credit Agreement and inserting in lieu thereof the following new clause (a) to such Section:

Facility Fee. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Dollar Lender (other than Defaulting Lenders to the extent set forth in Section 2.16(a)(iii)) in accordance with its Applicable Revolving Credit Dollar Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments Dollar Tranche (or, if the Revolving Credit Facility Dollar Tranche has terminated, on the actual daily Total Revolving Credit OutstandingsOutstanding Amount of all Dollar Loans, Dollar Swing Line Loans and Dollar L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.16. 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 (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)Loan, 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 Maturity Date in respect last day of the Revolving Credit Facility applicable Availability Period (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the 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. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the 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 Credit Commitments (or, if the Revolving Credit Facility has Aggregate Commitments have terminated, on the actual daily Total Revolving Credit OutstandingsOutstanding Amount of all Loans and L/C Obligations), regardless of usage, subject ; provided that if Opco has exercised its option to adjustment as provided in Term-Out pursuant to Section 2.16, 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 such Subsidiary Borrower’s Proportionate Share of the total amount due pursuant to this Section 2.09(a). The Facility Fee facility fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0)any Committed Loans, 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 Maturity Date 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 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. For each day prior during the term hereof that the Applicable Margin is determined pursuant to the termination of this Agreement and the payment in full clause (b) of the Total Revolving Credit Outstandingsdefinition of Applicable Margin, the Borrowers Borrower 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 Facility Fee Rate for the Revolving Credit Facility times the actual daily amount of the Aggregate Revolving Credit Commitments Facility (or, if the Revolving Credit Facility has terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.17. The Facility Fee facility fee shall accrue at all times during the Availability Period in respect of the Revolving Credit Facility (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)Loans, 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 Maturity Date last day of the Availability Period 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 Facility Fee Rate for 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 Facility Fee Rate for the Revolving Credit Facility Applicable Rate for Facility Fees separately for each period during such quarter that such Facility Fee Rate for the Revolving Credit Facility Applicable Rate for Facility Fees was in effect.

Facility Fee. For each day prior to At any time that the termination of this Agreement and Applicable Rate is determined based on the payment in full of the Total Revolving Credit OutstandingsDebt Ratings Based Pricing Grid, the Borrowers Borrower 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 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 Credit Commitments (or, if the Aggregate Revolving Credit Facility has Commitments have terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.15. The Facility Fee facility fee shall accrue at all times during the Availability Revolving Commitment Period (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)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 Maturity Date in respect last day of the Revolving Credit Facility Commitment Period (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the 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 facility fee as determined in the Debt Ratings Based Pricing Grid separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees was in effect.

Facility Fee. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Borrower 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”) in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has Aggregate Commitments have terminated, on the actual daily Total Revolving Credit OutstandingsOutstanding Amount of all Committed Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.16. The Facility Fee shall accrue at all times during the Availability Period applicable to such Lender (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0)any 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 Maturity Date in respect last day of the Revolving Credit Facility Availability Period applicable to such Lender (and, if applicable, thereafter on demand); provided, that (A) except to the extent of the Outstanding Committed Loans funded by such Defaulting Lender, no Facility Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Facility Fee that would have otherwise accrued with respect to the Commitment of a Defaulting Lender but for the application of clause (A) above shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Facility Fee 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. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Borrower shall pay to the Administrative Agent 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”) at a rate per annum equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Aggregate Revolving Credit Facility has Commitments have terminated, on the actual daily Total Revolving Credit OutstandingsOutstanding Amount of all Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.15. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0))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 Maturity Date in respect of Date; provided, that (A) no Facility Fee shall accrue on the Revolving Credit 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 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. For each day prior to At any time that the termination of this Agreement and Applicable Rate is determined based on the payment in full of the Total Revolving Credit OutstandingsDebt Ratings Based Pricing Grid, the Borrowers Borrower 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 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 Credit Commitments (or, if the Aggregate Revolving Credit Facility has Commitments have terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.15. The Facility Fee facility fee shall accrue at all times during the Availability Revolving Commitment Period (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)Loans, 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 Maturity Date in respect last day of the Revolving Credit Facility Commitment Period (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the 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 facility fee as determined in the Debt Ratings Based Pricing Grid separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees was in effect.

Facility Fee. For each day prior The Borrowers agree 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 (fee, which shall accrue at the “Facility Fee”) equal to Fee Rate on the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitment of such Lender (whether 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 such Lender continues to have any Revolving Credit Exposure after its Revolving Credit Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Credit Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on each Quarterly Date and on the date on which the Revolving Credit Commitments (or, if the Revolving Credit Facility has terminated, on the actual daily Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.16. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit 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 Decemberterminate, 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 the Maturity Date in respect of which the Revolving Credit Facility (and, if applicable, thereafter Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including 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 Revolving Credit Facility Applicable Fee Rate for Facility Fees set forth by reason of a change in the definition ▇▇▇▇▇’▇ Rating or the S&P Rating shall become effective on the date of “Applicable Rate” during 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 Revolving Credit Facility Applicable Rate for Facility Fees separately for each period during rating most recently in effect prior to such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees was in effectchange or cessation.

Facility Fee. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Company shall pay to the Multicurrency 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 “a "Facility Fee”") in U.S. Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments Facility, as reduced from time to time (or, if the Revolving Credit Facility has and/or Revolving Commitments have terminated, on the actual daily Total Outstanding Amount of all Revolving Credit OutstandingsLoans, 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 2.16applicable, 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 (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0))Loans, 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 Maturity Date in respect last day of the Revolving Credit Facility Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Revolving Credit Facility Applicable Rate for Facility Fees set forth in the definition of “Applicable Rate” during any quarter, the actual 104 [Published CUSIP Number: ____] 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. 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. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers Company shall pay to the Administrative Agent for the account of each Non-Defaulting Lender having a Multicurrency Revolving Credit Lender Commitment (other than Defaulting Lenders to the extent set forth in Section 2.16(a)(iiibased on its Multicurrency Revolver Pro Rata Share)) in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Multicurrency Facility Fee”) in Dollars equal to the Applicable Rate Facility Fee Percentage times the actual daily amount of the Aggregate Total Multicurrency Revolving Credit Commitments Commitment (or, if the Total Multicurrency Revolving Credit Facility Commitment has terminated, on the actual daily Total outstanding amount of all Multicurrency Revolving Credit OutstandingsLoans, Swing Line Loans and LC Obligations), regardless of usage, subject to adjustment as provided in Section 2.16. The Multicurrency Facility Fee shall accrue at all times during until the Availability Period Multicurrency Revolver Termination Date (and thereafter so long as Total any Multicurrency Revolving Credit Outstandings is greater than zero (0Loans, Swing Line Loans or 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 Maturity Multicurrency Revolver Termination Date in respect of the Revolving Credit Facility (and, if applicable, thereafter on demand). The Multicurrency Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Revolving Credit Applicable Facility Applicable Rate for Facility Fees set forth in the definition of “Applicable Rate” Fee Percentage during any quarter, the actual daily amount shall be computed and multiplied by the applicable Revolving Credit Applicable Facility Applicable Rate for Facility Fees Fee Percentage separately for each period during such quarter that such Revolving Credit Applicable Facility Applicable Rate for Facility Fees Fee Percentage was in effect.

Facility Fee. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Borrower shall pay to the Administrative Agent 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”) at a rate per annum equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Aggregate Revolving Credit Facility has Commitments have terminated, on the actual daily Total Revolving Credit OutstandingsOutstanding Amount of all Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.15. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0))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 Maturity Date in respect of Date; provided, that (A) no Facility Fee shall accrue on the Revolving Credit 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 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.. 43

Facility Fee. 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)(iii2.17(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 Credit Commitments (or, if the Revolving Credit Facility has terminated, on the actual daily Total Revolving Credit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.162.17. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit 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 Maturity Date 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 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. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers The Borrower shall pay to the Administrative Agent 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”) at a rate per annum equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Aggregate Revolving Credit Facility has Commitments have terminated, on the actual daily Total Revolving Credit OutstandingsOutstanding Amount of all Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.15. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0))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 Maturity Date in respect of Date; provided, that (A) no Facility Fee shall accrue on the Revolving Credit 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 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. For each day prior to Commencing at such time as the termination of this Agreement and Ratings Based Pricing Grid becomes effective (the payment in full of the Total Revolving Credit Outstandings“Facility Fee Effective Date”), the Borrowers Company 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 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 aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has Commitments have terminated, on the actual daily Total Outstanding Amount of all ​ Revolving Credit OutstandingsLoans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.162.17. The Facility Fee shall accrue at all times during the Availability Period commencing on the Facility Fee Effective Date (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)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 Maturity Date in respect last day of the Revolving Credit Facility Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the 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. For each day prior (a) The Borrower agrees 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 Agent, for the account of each Revolving Credit Lender (other than Defaulting the Lenders to the extent set forth in Section 2.16(a)(iii)) in accordance with its Applicable Revolving Credit 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 the Aggregate Revolving Credit Commitments Total Commitment Amount (or, if during each such period included in the Revolving Credit Facility has terminatedPeriod), on or the actual average daily Total outstanding principal balance of all Term Loans (during each such period after the Revolving Credit OutstandingsLoans are converted to Term Loans as contemplated by Section 2.1(b)), regardless of usage, subject to adjustment as provided in Section 2.16the case may be. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as Total Revolving Credit 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 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 Maturity Date Date. The Facility Fee (and the Applicable Facility Fee Percentage) shall be calculated on the basis of a 360 day year for the actual number of days elapsed without regard to the amount of Loans outstanding during any period for which the Facility Fee is computed. (b) The Borrower agrees to pay any other fees payable to any Credit Party under any separate agreement at the times so agreed upon in respect of such separate agreements. (c) The Facility Fee shall be paid on the Revolving dates due, in immediately available funds, to the Administrative Agent for distribution directly to the Credit Party to whom such Facility (and, if applicable, thereafter on demand)Fee is payable. The Facility Fee shall not be calculated quarterly in arrears, and if there is refundable under 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 effectcircumstances.

Facility Fee. For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers Borrower 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 Facility Fee Rate set forth below times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Aggregate Revolving Credit Facility has Commitments have terminated, on the actual daily Total Dollar Equivalent of the Outstanding Amount of all Revolving Credit OutstandingsLoans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.16. The Facility Fee facility fee shall accrue at all times during the Revolving Availability Period (and thereafter so long as Total any Revolving Credit Outstandings is greater than zero (0)Loans, 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 Revolving Maturity Date 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 Revolving Credit Facility Applicable Rate for Facility Fees set forth in the definition of “Applicable Rate” Debt Rating during any quarter, the actual daily amount shall be computed and multiplied by the applicable Revolving Credit Applicable Facility Applicable Fee Rate for Facility Fees separately for each period during such quarter that such Revolving Credit Applicable Facility Applicable Fee Rate for Facility Fees 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.