Common use of Facility Fee Clause in Contracts

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as 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 date that the Facility Fee begins to accrue, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Committed Revolving Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.15 (the “Facility Fees”). The Facility Fee shall begin to accrue on the Closing Date, and Fees shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving Loans, Swing Line Loans or and 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Pro Rata ShareApplicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments Revolving Facility (or, if the Aggregate Commitments have Revolving Facility has terminated, on the Outstanding Amount of all Committed Revolving Loans, Swing Line Bid Loans, Swingline Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.15. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Committed Revolving Loans, Swing Line Bid Loans, Swingline 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Revolving Credit Percentage (subject to Section 2.18 with respect to any Defaulting Lender), 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 Aggregate Revolving Credit Commitments have terminated, on the Outstanding Amount of all Committed Revolving Credit Loans, Swing Line Loans and L/C ObligationsObligations and Swing Line Loans), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times during the Revolving Credit Availability Period (and thereafter so long as any Committed Revolving Credit Loans, Swing Line Loans or L/C Obligations 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 . 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). On each such payment date all facility fees which have accrued to but excluding any such payment date shall be due and payable. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent with respect to each Tranche for the account of each Revolving Loan Lender in such Tranche in accordance with its Pro Rata ShareApplicable Percentage for such Tranche, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate aggregate Commitments for such Tranche (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Revolving Loans, Swing Line Loans and L/C ObligationsObligations in such Tranche), regardless of usage, subject to adjustment as provided in Section 2.172.18 and Section 2.23, as applicable. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving Loans, Swing Line Loans or L/C Obligations remain outstandingoutstanding in such Tranche), including at any time during which one or more of the conditions in 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount aggregate Commitments for the relevant Tranche shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Borrowers shall jointly and severally pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate then applicable to Facility Fees times the actual daily amount of the Aggregate Commitments Revolving Credit Facility (or, if the Aggregate Commitments have Revolving Credit Facility has terminated, on the Outstanding Amount of all Committed Revolving Credit Loans, Swing Line Loans, Competitive Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times during the Availability Period for the Revolving Credit Facility (and thereafter so long as any Committed Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period for the Revolving Credit Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Revolving Credit Percentage (subject to Section 2.17 with respect to any Defaulting Lender), a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Revolving Credit Loans, Letters of Credit and Swing Line Loans and L/C ObligationsLoans), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times times, commencing on the Contribution Date and for the remainder of during the Revolving Credit Availability Period (and thereafter so long as any Committed Revolving Credit Loans, Letters of Credit or 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 . 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 date that the Facility Fee begins to accrueContribution Date, and on the last day of Maturity Date for the Availability Period Revolving Credit Facility (and, if applicable, thereafter on demand). On each such payment date all facility fees which have accrued to but excluding any such payment date shall be due and payable. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) equal to the product of (i) the Facility Fee set forth in the table under the definition of Applicable Rate Margin times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Committed Loans, Swing Line Revolving Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.16 (the “Facility Fees”). The Facility Fee shall begin to accrue on the Closing Date, and Fees shall accrue at all times during the Availability Period (and thereafter so long as any Committed Loans, Swing Line Revolving Loans or and 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee Fees shall be calculated quarterly in arrears, and if there is any change in the Facility Fee set forth in the table under the definition of Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate such Facility Fee rate separately for each period during such quarter that such Applicable Rate Facility Fee rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata ShareCommitment Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate Percentage times the actual daily amount of the Aggregate Commitments then applicable Revolving Committed Amount (or, if the Aggregate Commitments have been terminated, on the Outstanding Amount of all Committed Loans, Swing Line outstanding Revolving Loans and L/C ObligationsParticipation Interests (including the Participation Interests of each Issuing Lender in any Letters of Credit and the Participation Interests of the Swingline Lender in any Swingline Loans)), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times during from the Availability Period Closing Date until the Maturity Date (and thereafter so long as any Committed Revolving Loans, Swing Line Swingline Loans or L/C LOC Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV Section 5.2 is not met, and shall will be due and payable quarterly in arrears on the last first Business Day following the last day of each March, June, September and DecemberDecember for the immediately preceding quarter (or a portion thereof), commencing with the first such date to occur after the date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated at a per annum rate quarterly in arrears, and if there is any change in the Applicable Rate Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Percentage separately for each period during such quarter that such Applicable Rate Percentage was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Individual Currency Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.18. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as any Committed Loans, Individual Currency 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the date that is the earlier of (i) March 31, 2014, and (ii) the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as 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 date that the Facility Fee begins to accrue, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments Revolving Credit Facility (or, if the Aggregate Commitments have Revolving Credit Facility has terminated, on the Outstanding Amount of all Committed Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.16. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The At such time as the Ratings Condition has been satisfied, the Borrower shall thereafter pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C ObligationsTotal Revolving Outstandings), regardless of usage, subject to adjustment as provided in Section 2.172.16. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period after the Ratings Condition has been satisfied (and thereafter so long as any Committed Revolving Loans, Swing Line Loans 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 tenth (10th) Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata ShareApplicable Revolving Percentage, a facility fee with respect to the Aggregate Revolving Commitments (the “"Revolving Facility Fee”") equal to the Applicable Rate times the sum of the actual daily amount of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the sum of the Outstanding Amount of all Committed Revolving Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The Revolving Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Revolving Loan Availability Period (and thereafter so long as any Committed Loans, Swing Line Revolving 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 date that the Facility Fee begins to accrueOriginal Closing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). The Revolving Facility Fee shall be calculated quarterly in arrears, and if there is any change in . Notwithstanding the Applicable Rate during any quarterforegoing, the actual daily amount Administrative Agent shall be computed and multiplied by disburse the Applicable Rate separately for each period during such quarter that such Applicable Rate was Revolving Facility Fee among the Lenders in effectaccordance with the Lender Fee Letter.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage of the Revolving Credit Facility, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments Revolving Credit Facility (or, if the Aggregate Commitments have Revolving Credit Facility has terminated, on the Outstanding Amount of all Committed Loans, Bid Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.20. The Facility Fee shall begin facility fee payable pursuant to accrue on the Closing Date, and this paragraph shall accrue at all times during the Availability Period (and thereafter so long as 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period in respect of the Revolving Credit Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee payable pursuant to this paragraph shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of (i) the Facility Fee rate specified in the definition of “Applicable Rate Margin” times the actual daily amount of (ii) the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17Revolving Commitments. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as any Committed Loans, Swing Line Loans or L/C Obligations remain outstanding)Period, 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 date that the Facility Fee begins to accrueEffective Date, and on the last day Revolving Loan Maturity Date; provided, that each Defaulting Lender shall be entitled to receive fees payable under this Section 2.09(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the outstanding principal amount of the Availability Period (and, if applicable, thereafter on demand)Loans funded by it. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender with a Revolving Commitment in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C ObligationsTotal Revolving Outstandings), regardless of usage, subject to adjustment as provided in Section 2.172.16. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand); provided, that no such facility fee shall accrue on the unused Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower For each day prior to the termination of this Agreement and the payment in full of the Obligations, the Borrowers shall pay to the Administrative Agent for the account of each Lender (other than Defaulting Lenders to the extent set forth in Section 2.17(a)(iii)) in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Revolving Credit Percentage, 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 Aggregate Revolving Credit Commitments have terminated, on the Outstanding Amount of all Committed Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.18. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower For each day prior to the termination of this Agreement and the payment in full of the Obligations, the Borrowers shall pay to the Administrative Agent for the account of each Lender (other than Defaulting Lenders) in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Individual Currency Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.18. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as any Committed Loans, Individual Currency 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, NYDOCS02/1167307 56 September and December, commencing with the first such date to occur after the date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Fee Rate times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Aggregate Revolving Credit Commitments have terminated, on the Outstanding Amount of all Committed Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.16. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times during the Availability Period for the Revolving Credit Facility (and thereafter so long as any Committed Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in 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 date that the Facility Fee begins to accrueOriginal Closing Date, and on the last day of the Availability Period for the Revolving Credit Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) equal to the product of (i) the Facility Fee set forth in the table under the definition of Applicable Rate Margin times (ii) the actual daily amount of the Aggregate Revolving Commitments regardless of usage (or, if the Aggregate Revolving Commitments have been terminated, on the Outstanding Amount of all Committed Revolving Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.16 (the “Facility Fees”). The Facility Fee shall begin to accrue on the Closing Date, and Fees shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving Loans, Swing Line Loans or and 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee Fees shall be calculated quarterly in arrears, and if there is any change in the Facility Fee set forth in the table under the definition of Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate such Facility Fee rate separately for each period during such quarter that such Applicable Rate Facility Fee rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Dollar Lender in accordance with its Pro Rata ShareApplicable Dollar Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments Dollar Tranche (or, if the Aggregate Commitments have Dollar Tranche has terminated, on the Outstanding Amount of all Committed Loans, Swing Line Dollar Loans and Dollar L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee Borrower shall begin pay to accrue the Administrative Agent for the account of each Multicurrency Lender in accordance with its Applicable Multicurrency Percentage, a facility fee in Dollars equal to the Applicable Rate times the actual daily amount of the Multicurrency Tranche (or, if the Multicurrency Tranche has terminated, on the Closing DateOutstanding Amount of all Multicurrency Loans and Multicurrency L/C Obligations), and regardless of usage. The facility fee for each Revolving Credit Lender shall accrue at all times during the applicable Availability Period (and thereafter so long as any Committed Loans, Swing Line Loans Revolving Credit Loan 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the 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 Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The M▇▇▇▇▇▇-▇▇▇▇▇▇ International and the Applicable Borrower shall be jointly and severally liable for their ratable share, and M▇▇▇▇▇▇-▇▇▇▇▇▇ International shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Revolving Loans, Swing Line Swingline Loans and L/C ObligationsObligations (without application of the Assumed Swingline Loan Amount)), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving Loans, Swing Line Swingline 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 fifth day after the end of each March, June, September and December, commencing with the first such date to occur after the date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). On each such payment date, the amount of facility fee which has accrued to but excluding such payment date shall be due and payable. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage under the Revolving Credit Facility, a facility fee (the “Facility Fee”) equal to the Applicable Rate (calculated per day) times the actual daily amount of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Outstanding Amount of all Committed Revolving Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving 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 date that the Facility Fee begins to accrueRestatement Effective Date, and on the last day of the Availability Period Revolver Maturity Date (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the ------------ Administrative Agent for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “"Facility Fee”") ------------ at a rate per annum equal to the Applicable Rate times the actual ----- daily amount of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Outstanding Amount of all Committed Revolving Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving 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 fifteenth (15th) calendar day following the last Business Day day of each March, June, September and Decemberthe applicable calendar quarter, commencing with the first such date to occur after the date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Fee Rate times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Aggregate Revolving Credit Commitments have terminated, on the Outstanding Amount of all Committed Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.16. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times during the Availability Period for the Revolving Credit Facility (and thereafter so long as any Committed Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period for the Revolving Credit Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect.

Facility Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Facility Fee Rate times the actual daily amount of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Outstanding Amount of all Committed Revolving Loans, Swing Line Loans, Negotiated Rate Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.18. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving Loans, Swing Line Loans, Negotiated Rate Loans 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 (calculated on a 360-day basis) on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period Revolving Maturity Date (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Facility Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Facility Fee Rate separately for each period during such quarter that such Applicable Facility Fee Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Pro Rata ShareApplicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments Revolving Facility (or, if the Aggregate Commitments have Revolving Facility has terminated, on the Outstanding Amount of all Committed Revolving Loans, Swing Line Bid Loans, Swingline Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.15. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Committed Revolving Loans, Swing Line Bid Loans, Swingline 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter hereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata ShareCommitment Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate Percentage times the actual daily amount of the Aggregate Commitments then applicable Revolving Committed Amount (or, if the Aggregate Commitments have been terminated, on the Outstanding Amount of all Committed Loans, Swing Line outstanding Revolving Loans and L/C ObligationsParticipation Interests (including the Participation Interests of the Issuing Lender in any Letters of Credit and the Participation Interests of the Swingline Lender in any Swingline Loans)), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times during from the Availability Period Amendment No. 4 Effective Date until the Maturity Date (and thereafter so long as any Committed Revolving Loans, Swing Line Swingline Loans or L/C LOC Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV Section 5.2 is not met, and shall be due d ue and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the date that the Facility Fee begins to accrueAmendment No. 4 Effective Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated at a per annum rate quarterly in arrears, and if there is any change in the Applicable Rate Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Percentage separately for each period during such quarter that such Applicable Rate Percentage was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of (i) the Facility Fee rate specified in the definition of “Applicable Rate Margin” times the actual daily amount of (ii) the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17Revolving Commitments. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as any Committed Loans, Swing Line Loans or L/C Obligations remain outstanding)Period, 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 date that the Facility Fee begins to accrueClosing Date, and on the last day Revolving Loan Maturity Date; provided, that each Defaulting Lender shall be entitled to receive fees payable under this Section 2.09(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the outstanding principal amount of the Availability Period (and, if applicable, thereafter on demand)Loans funded by it. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.16. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times during the Availability Period (and thereafter so long as 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand); provided, that no such facility fee shall accrue on the unused Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) equal to the applicable facility fee percentage identified in the definition of Applicable Rate for Revolving Loans per annum times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.18. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate for Revolving Loans during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate for Revolving Loans separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Mettler-Toledo International and the Applicable Borrower shal▇ ▇▇ ▇▇▇▇▇▇▇ ▇nd severally liable for their ratable share, and Mettler-Toledo International shall pay to the Administrative Agent for the account Ag▇▇▇ ▇▇▇ ▇▇▇ ▇▇count of each Lender in accordance with its Pro Rata Share, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Revolving Loans, Swing Line Swingline Loans and L/C ObligationsObligations (without application of the Assumed Swingline Amount)), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving Loans, Swing Line Swingline 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 fifth day after the end of each March, June, September and December, commencing with the first such date to occur after the date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). On each such payment date, the amount of facility fee which has accrued to but excluding such payment date shall be due and payable. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate (set forth in the Facility Fee column in “Applicable Rate”) times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.18. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times during the Availability Period (and thereafter so long as 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Each Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of: (i) the Facility Fee rate in effect for such Borrower at such time, as specified in the definition of “Applicable Rate times the actual daily amount of Margin” in Section 1.01; multiplied by (ii) such Borrower’s Facility Percentage; multiplied by (iii) the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17Revolving Commitments. The Facility Fee shall begin to accrue on the Closing Date, and for each Borrower shall accrue at all times during the Availability Period (and thereafter so long as any Committed Loans, Swing Line Loans or L/C Obligations remain outstanding)Period, including at any time during which one (1) or more of the conditions set forth in 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 December, commencing with the first (1st) such date to occur after the date that the Facility Fee begins to accrueEffective Date, and on (B) the last day Revolving Loan Maturity Date; provided, that, each Defaulting Lender shall be entitled to receive fees payable under this clause (a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the outstanding principal amount of the Availability Period (and, if applicable, thereafter on demand)Loans funded by it. The Facility Fee shall be calculated quarterly in arrears, and and, if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Facility Fee Rate times the actual daily amount of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Outstanding Amount of all Committed Revolving Loans, Swing Line Loans, Negotiated Rate Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.18. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving Loans, Swing Line Loans, Negotiated Rate Loans 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 (calculated on a 360-day basis) on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period Revolving Maturity Date (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Facility Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Facility Fee Rate separately for each period during such quarter that such Applicable Facility Fee Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender with a Revolving Commitment in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C ObligationsTotal Revolving Outstandings), regardless of usage, subject to adjustment as provided in Section 2.172.16. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand); provided, that no such facility fee shall accrue on the unused Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.. CHAR1\1807067v5

Facility Fee. The From and after the Closing Date, the Borrower shall agrees to pay to the Administrative Agent for the account ratable benefit of each the Lenders (other than a Defaulting Lender which shall be dealt with as provided in accordance with its Pro Rata Share, Section 2.14(a) hereof) a facility commitment fee (the “Facility Fee”) for each calendar quarter, prorated for partial quarters, in an amount equal to the Applicable Rate times Percentage multiplied by the actual daily amount of the Aggregate Revolving Commitments (or, or if the Aggregate Revolving Commitments shall have expired or been terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C the Revolving Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Commitment Period (and thereafter so long as any Committed Loans, Swing Line Loans or L/C Revolving 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period Revolving Termination Date (and, if applicable, thereafter on demand). The Administrative Agent shall distribute the Facility Fee shall be calculated quarterly to the Lenders pro rata in arrears, and if there is any change in accordance with the Applicable Rate during any quarter, respective Revolving Commitments of the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectLenders.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender with a Revolving Commitment in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C ObligationsTotal Revolving Outstandings), regardless of usage, subject to adjustment as provided in Section 2.172.16. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand); provided, that no such facility fee shall accrue on the unused Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during CHAR1\1376580v5 any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable Revolving Credit Percentage, 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 Aggregate Revolving Credit Commitments have terminated, on the Outstanding Amount of all Committed Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata ShareApplicable 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 Aggregate Revolving Credit Commitments have terminated, on the Outstanding Amount of all Committed Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.16. The Facility Fee shall begin to accrue on the Closing Date, and facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Committed Revolving Credit Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The From and after the Closing Date, the Borrower shall agrees to pay to the Administrative Agent for the account ratable benefit of each the Lenders (other than a Defaulting Lender which shall be dealt with as provided in accordance with its Pro Rata Share, Section 2.14 hereof) 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 Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Commitment Period (and thereafter so long as any Committed Loans, Swing Line Loans or L/C Revolving 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 first Business Day of each Marchof April, JuneJuly, September October and DecemberJanuary, commencing with the first such date to occur after the date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period Termination Date (and, if applicable, thereafter on demand). The Administrative Agent shall distribute the Facility Fee shall be calculated quarterly to the Lenders pro rata in arrears, and if there is any change in accordance with the Applicable Rate during any quarter, respective Revolving Commitments of the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectLenders.

Facility Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Individual Currency Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.172.18. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as any Committed Loans, Individual Currency 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, NYDOCS02/1167307 54 September and December, commencing with the first such date to occur after the date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower For each day prior to the termination of this Agreement and the payment in full of the Obligations other than days occurring during any Unused Fee Period, the Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata ShareApplicable Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The Facility Fee shall begin to accrue on the Closing Date, and shall accrue at all times during the Availability Period (and thereafter so long as 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 date that the Facility Fee begins to accrueClosing Date, and on the last day of the Availability Period Maturity Date (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.