Common use of Facility Fee Clause in Contracts

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee (“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 Revolving Loans and Swing Line Loans), regardless of usage, subject to adjustment as provided in Section 2.14. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving 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, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period (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 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 Applicable PercentageRevolving Credit Percentage (subject to Section 2.18 with respect to any Defaulting Lender), a facility fee (“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 Revolving Loans Credit Loans, L/C Obligations and Swing Line Loans), regardless of usage, subject to adjustment as provided in Section 2.14. The Facility Fee facility fee shall accrue at all times during the Extended Revolving Credit Availability Period (and thereafter so long as any Revolving Loans Credit Loans, 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 Closing Date, and, in the case of Original Commitments, and on the last day of Original Availability Period Maturity Date (and, with respect to the Original Commitmentsif applicable, 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 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 For the period from the Effective Date to and including the Termination Date, the Borrower shall pay to the Administrative Agent for the ratable account of each Lender the Lenders in accordance with its Applicable Percentage, their Revolver Percentages 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 average daily Revolving Loans and Swing Line Loans)Credit Commitments, regardless of usage, subject at a rate per annum equal to adjustment as the applicable Facility Fee in the definition of Applicable Margin; provided in Section 2.14. The that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue at all times during on the Extended Availability Period daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (and thereafter so long as any Revolving Loans or Swing Line Loans remain outstandingincluding participations therein), including at any time during which one or more of the conditions in Article IV is not met, and . Accrued Facility Fees shall be due and payable quarterly in arrears on the last Business Day of each MarchJune 30, June, September and December, commencing with the first such date to occur after the Closing Date, and, in the case of Original Commitments2016, on the last day of Original Availability Period (andeach calendar quarter thereafter and on the Termination Date, with respect unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the Original Commitments, date of such termination shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the last day of date the Original Availability Period Revolving Credit Commitments terminate shall be payable 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 demandb). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than Defaulting Lenders to the extent set forth in Section 2.16(a)(iii)) in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Aggregate Commitments have Revolving Credit Facility has terminated, on the Outstanding Amount of all actual daily Total Revolving Loans and Swing Line LoansCredit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.142.16. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Total Revolving Loans or Swing Line Loans remain outstandingCredit Outstandings is greater than zero (0)), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and, in the case of Original Commitments, and on the last day Maturity Date in respect of Original Availability Period the Revolving Credit Facility (and, with respect to the Original Commitmentsif applicable, 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 thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Revolving Credit Facility Applicable Rate for Facility Fees set forth in the definition of “Applicable Rate” during any quarter, the actual daily amount shall be computed and multiplied by the applicable Revolving Credit Facility Applicable Rate for Facility Fees separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable PercentagePro Rata Share, a facility fee (“Facility Fee”) equal to the Applicable Rate times multiplied by the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans and Swing Line Loans)Commitments, regardless of usage, subject to adjustment as provided in Section 2.142.16. The Facility Fee facility fee for each Lender shall accrue at all times during from the Extended Availability Period Closing Date (and thereafter so long or such later date as such Lender becomes party hereto, as applicable) until the Maturity Date for such Lender provided that, if such Lender continues to have any Revolving Loans or Swing Line Loans remain outstandingCredit Extensions (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, in the case of Original Commitments, and on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period (and, with respect to the Extended Commitments, after the last day of the Extended Availability Period on demand)Maturity Date for such Lender. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. The facility fee shall accrue at all times, including at any time during which one or more of the conditions in Article IV is not met.

Facility Fee. The Subject to Section 4.15(f), the U.S. Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Applicable PercentageLender, a facility fee (the “Facility Fee”) equal to ), which shall accrue at the Applicable Rate times Margin on the actual daily amount of the Aggregate Commitments Revolving Credit Commitment of such Lender (orwhether used or unused) during the period from and including the date hereof to but excluding the date on which the Revolving Credit Commitment terminates; provided that, if the Aggregate Commitments have terminatedany Revolving Credit Loans of a Lender or any L/C Obligations remain outstanding after such Lender’s Revolving Credit Commitment terminates, on the Outstanding Amount of all Revolving Loans and Swing Line Loans), regardless of usage, subject to adjustment as provided in Section 2.14. The then such Facility Fee shall continue to accrue at all times during on the Extended Availability Period (daily principal amount of such Lender’s Loans and thereafter so long as any such Lender’s Revolving Credit Commitment Percentage of outstanding L/C Obligations from and including the date on which its Revolving Credit Commitment terminates to but excluding the date on which such Lender’s Loans or Swing Line Loans remain have been paid in full and no such L/C Obligations are outstanding), including at any time during which one or more of the conditions in Article IV is not met, and . Accrued Facility Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September calendar quarter of each year and Decemberon the date on which the Revolving Credit Commitments terminate, commencing with on the first such date to occur after the Closing Date, and, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, date hereof; provided that any Facility Fees accruing after the last day of date on which the Original Availability Period Revolving Credit Commitments terminate shall be payable 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 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 Lender in accordance with its Applicable Revolving Commitment Percentage, a facility fee (the “Facility Fee”) equal to the applicable Facility Fee Rate (set forth in the definition of the term “Applicable Rate times the actual daily amount Margin”) of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans and Swing Line Loans), regardless of usageCommitments, subject to adjustment adjustments as provided in Section 2.142.16. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Loans or Swing Line Loans remain outstanding)Commitment Period, including at any time during which one or more of the conditions in Article IV III 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, in the case of Original Commitments, and on the last day Revolving Commitment Termination Date; provided that (1) no Facility Fee shall accrue on any of Original Availability Period the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender except as otherwise provided in Section 2.16.1(c)(ii)and (and, 2) any Facility Fee accrued with respect to the Original Commitments, after Revolving Commitment of a Defaulting Lender during 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 period prior to the Extended Commitments, after time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the last day of the Extended Availability Period on demand)Borrower so long as such Lender shall be a Defaulting Lender. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectnot refundable or proratable.

Facility Fee. The Borrower shall Seller agrees to pay to the Administrative Agent (for Pro Rata distribution to the account of each Lender in accordance with its Applicable Percentage, Buyers) a facility fee (the “Facility Fee”) in an amount equal to the Applicable Rate times the actual daily amount 0.125% per annum of the Maximum Aggregate Commitments Commitment, for each period from the first calendar day of each month (or, if for the Aggregate Commitments have terminatedmonth containing the Effective Date, on the Outstanding Amount of all Revolving Loans and Swing Line Loans), regardless of usage, subject Effective Date) to adjustment as provided in Section 2.14. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving 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 through) the last Business Day calendar day of each Marchsuch month (or, June, September and December, commencing with for the first such date to occur after month containing the Closing Termination Date, and, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period (and, with respect to the Extended Commitments, after the last day of the Extended Availability Period on demandTermination Date). The Facility Fee shall be calculated quarterly due and payable on the 10th day of each month; provided that it shall not be an Event of Default if the Borrower has, at all times on such day and until payment of the Facility Fee, funds on deposit with the Administrative Agent in arrearsan amount sufficient to pay the Facility Fee and the Agent fails to draft the account for payment of the Facility Fee, and if there is funds in the Operating Account are insufficient to pay the Price Differential then due, the Seller shall pay the amount of such deficiency by wire to the address in Section 3.5. The Facility Fee shall be calculated on a 360-day per year basis. If the Maximum Aggregate Commitment shall be increased or decreased from time to time either pursuant to a provision of this Agreement or by separate agreement between the Buyers and the Seller (excluding, however, any change occurring as a result of or following the occurrence of a Default or an Event of Default, in respect of which no adjustment of the Applicable Rate during any quarterFacility Fee shall be required), the actual daily amount of the Facility Fee shall be computed adjusted as of the date of such change. The Facility Fee is compensation to the Buyers for committing to make funds available for revolving purchases of Eligible Loans on the terms and multiplied subject to the conditions of this Agreement, and is not compensation for the use or forbearance or detention of money. Each calculation by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectAdministrative Agent of the amount of the Facility Fee shall be conclusive and binding absent manifest error.

Facility Fee. The Subject to Section 4.15(f), the Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Applicable PercentageLender, a facility fee (the “Facility Fee”) equal to ), which shall accrue at the Applicable Rate times Margin on the actual daily amount of the Aggregate Commitments Revolving Credit Commitment of such Lender (orwhether used or unused) during the period from and including the date hereof to but excluding the date on which the Revolving Credit Commitment terminates; provided that, if the Aggregate Commitments have terminatedany Revolving Credit Loans of a Lender or any L/C Obligations remain outstanding after such Lender’s Revolving Credit Commitment terminates, on the Outstanding Amount of all Revolving Loans and Swing Line Loans), regardless of usage, subject to adjustment as provided in Section 2.14. The then such Facility Fee shall continue to accrue at all times during on the Extended Availability Period (daily principal amount of such Lender’s Loans and thereafter so long as any such Lender’s Revolving Credit Commitment Percentage of outstanding L/C Obligations from and including the date on which its Revolving Credit Commitment terminates to but excluding the date on which such Lender’s Loans or Swing Line Loans remain have been paid in full and no such L/C Obligations are outstanding), including at any time during which one or more of the conditions in Article IV is not met, and . Accrued Facility Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September calendar quarter of each year and Decemberon the date on which the Revolving Credit Commitments terminate, commencing with on the first such date to occur after the Closing Date, and, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, date hereof; provided that any Facility Fees accruing after the last day of date on which the Original Availability Period Revolving Credit Commitments terminate shall be payable 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 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 Applicable PercentagePro Rata Share, a facility fee (“Facility Fee”) in Dollars equal to the Applicable Rate Margin 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 Revolving Committed Loans, Swing Line Loans and Swing Line LoansL/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.14. The Facility Fee facility fee shall accrue at all times during from the Extended Availability Period (date hereof until the date on which the Aggregate Revolving Credit Commitments have terminated, the Outstanding Amounts on all Committed Loans and thereafter so long as any Revolving Loans or Swing Line Loans remain outstandinghave been paid and the Outstanding Amounts on all L/C Obligations have been paid or Cash Collateralized (the "TERMINATION DATE"), including at any time during which one or more of the conditions in Article IV 4 is not met, and shall be due and payable quarterly in arrears on the last first 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, in the case of Original Commitments, and on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period (and, with respect to the Extended Commitments, after the last day of the Extended Availability Period on demand)Termination Date. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Facility Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Revolving Commitment Percentage, a facility fee (the “Facility Fee”) equal to the applicable Facility Fee Rate (set forth in the definition of the term “Applicable Rate times the actual daily amount Margin”) of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans and Swing Line Loans), regardless of usageCommitments, subject to adjustment adjustments as provided in Section 2.142.16. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Loans or Swing Line Loans remain outstanding)Commitment Period, including at any time during which one or more of the conditions in Article IV III 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, in the case of Original Commitments, and on the last day Revolving Commitment Termination Date; provided that (1) no Facility Fee shall accrue on any of Original Availability Period the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender except as otherwise provided in Section 2.16.1(c)(ii)and (and, 2) any Facility Fee accrued with respect to the Original Commitments, after Revolving Commitment of a Defaulting Lender during 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 period prior to the Extended Commitments, after time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the last day of the Extended Availability Period on demand)Borrowers so long as such Lender shall be a Defaulting Lender. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectnot refundable or proratable.

Facility Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable PercentagePro Rata Share, a facility fee (the “Facility Fee”) equal to the Applicable Rate Rate, expressed on a daily basis, times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans and Swing Line Loans), regardless of usage, subject to adjustment as provided in Section 2.14such Lender’s Credit-Linked Deposit. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long effective as any Revolving 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, Closing Date 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, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period (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 arrears by the Administrative Agent. If there is any change in the Applicable Rate during any quarter, the actual daily Credit-Linked Deposit amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. The Facility Fee shall be due and payable quarterly in arrears on the first Business Day following the end of each Interest Period relating to the Credit-Linked Deposits, commencing with the first such date to occur after the Closing Date, and on the Maturity Date; provided that, in connection with any reduction of the Total Credit-Linked Deposit under Section 2.03, the accrued Facility Fee calculated for the period ending on such date shall also be paid on the date of such reduction, and the following quarterly payment shall be calculated on the basis of the period from such reduction date to such quarterly payment date. The Facility Fee shall accrue at all times, including at any time during which one or more of the conditions in Article IV is not met.

Facility Fee. The Borrower shall Lessor agrees to pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, the Lenders and the Holders a facility fee (“the "Facility Fee”") computed at a rate per annum equal to Applicable Percentage for the Applicable Rate Facility Fee multiplied times the actual daily sum of (x) the aggregate Commitments (whether used or unused) and (y) the aggregate Holder Commitments (whether used or unused); provided, however, the Lessor shall -------- ------- pay such amounts described in this Section 9.4 only if funds are made available by the Lenders and the Holders in an amount sufficient to allow such payment and without regard to whether such amounts are referenced in any Requisition. Notwithstanding the foregoing, the Lessee agrees to pay or cause to be paid any amounts referenced in the immediately preceding sentence to the extent such amounts are due and payable or are outstanding after the earlier of the Aggregate Commitments (or, if last Completion Date for all Properties or the Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans and Swing Line Loans), regardless of usage, subject to adjustment as provided in Section 2.14Construction Period Termination Date. The Such Facility Fee shall accrue at all times during be calculated on the Extended Availability Period (and thereafter so long as any Revolving Loans or Swing Line Loans remain outstanding), including at any time during which one or more basis of 360-day year from the conditions in Article IV is not met, actual days elapsed and shall be due and payable quarterly in arrears on the last Business Day each Facility Fee Payment Date. If all or a portion of each March, June, September and December, commencing with the first any such date to occur after the Closing Date, and, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period (and, with respect to the Extended Commitments, after the last day of the Extended Availability Period on demand). The Facility Fee shall not be calculated quarterly in arrearspaid when due, and if there is any change in the Applicable Rate during any quarter, the actual daily such overdue amount shall be computed and multiplied by bear interest, payable on demand, at a rate per annum equal to the Applicable Rate separately for each period during ABR plus three percent (3%) from the date of such quarter that non- payment until such Applicable Rate was amount is paid in effectfull (after as well as before judgment).

Facility Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Lender Lender, in accordance with its Applicable 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 Commitments Interim Availability (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Committed Loans, Swing Line Loans and Swing Line LoansL/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.142.17; 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 Extended Availability Period (and thereafter so long as any Revolving Loans or 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, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, and on the last day of the Extended Availability Period (and, with respect to the Extended Commitmentsif applicable, after the last day of the Extended Availability Period 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 OpCo, for the account of the Borrowers, agrees to pay or cause to be paid to the Agent for account of each Lender in accordance with its Applicable Percentage, a facility fee per annum Facility Fee (the “Facility Fee”) on the daily average amount of such Lender'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 Lender's Commitment is terminated and the repayment of the Loans in full, equal to the Applicable Rate times multiplied by the actual daily average amount of the Aggregate 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 Aggregate Commitments and OpCo shall not be required to pay any such fee that otherwise would have terminated, on the Outstanding Amount of all Revolving Loans and Swing Line Loansbeen required to have been paid to that Defaulting Lender), regardless of usage, subject to adjustment as provided in Section 2.14. The Facility Fee shall accrue at all times during be payable to the Extended Availability Period Agent for account of each Lender (and thereafter so long as any Revolving 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 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 September 30, and2014, in the case of Original Commitments, and (b) on the last day earlier of Original Availability Period (and, with respect to i) the Original Commitments, after date the last day Commitments are terminated in full and (ii) the Loan Maturity Date 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 Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectapplicable Lender.

Facility Fee. The Borrower shall Co-Obligors jointly and severally agree to pay to the Administrative Agent for the account of each Lender in accordance with its Applicable PercentagePro Rata Share, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate Rate, expressed on a daily basis, times the actual daily amount of such Lender’s Credit-Linked Deposit. Upon the Aggregate Commitments (or, if occurrence and during 5 Year Series A Letter of Credit and Term Loan Agreement the Aggregate Commitments have terminated, continuation of an Event of Default the Applicable Rate then in effect for the purposes of determining the Facility Fee shall be increased by adding the Default Rate to the Applicable Rate. The Facility Fee shall accrue effective as of the Closing Date and shall be calculated quarterly in arrears by the Administrative Agent. The Facility Fee shall be due and payable quarterly in arrears on the Outstanding Amount first Business Day following the end of all Revolving Loans each Interest Period relating to the Credit-Linked Deposits, commencing with the first such date to occur after the Closing Date, and Swing Line Loans)on the Maturity Date; provided that, regardless in connection with any reduction of usagethe Total Credit-Linked Deposit under Section 2.03, subject the accrued Facility Fee calculated for the period ending on such date shall also be paid on the date of such reduction, and the following quarterly payment shall be calculated on the basis of the period from such reduction date to adjustment as provided in Section 2.14such quarterly payment date. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Loans or Swing Line Loans remain outstanding)times, including at any time during which one or more of the conditions in Article IV is shall 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, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period (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 Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) 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 Revolving Committed Loans and Swing Line LoansL/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.142.16. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Committed Loans or Swing Line Loans 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, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, and on the last day of the Extended 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 Extended Commitments, after Commitment of a Defaulting Lender during the last day of period prior to the Extended Availability Period on demand)time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall XL Capital agrees to pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee (“Facility Fee”) which shall accrue at a rate per annum equal to the Applicable Rate times Facility Fee Rate, (i) prior to the actual termination of the Lender’s Commitment, on the daily amount of such Commitment (whether used or unused) during the period from and including the Effective Date to but excluding the earlier of the date on which such Commitment terminates and the Commitment Termination Date and (ii) if the Lender continues to have any Credit Exposure after its Commitment terminates, on the daily amount of the Aggregate Commitments Lender’s Credit Exposure from and including the date on which the Lender’s Commitment terminates to but excluding the date on which the Lender ceases to have any Credit Exposure. Accrued facility fees shall be payable on each Quarterly Date and on (ori) in the event the Term-Out Option has not been exercised, if the Aggregate Commitments have terminatedearlier of the date the Commitment terminates and the Commitment Termination Date or (ii) in the event the Term-Out Option has been exercised and is in effect, on the Outstanding Amount of all Revolving Loans and Swing Line Loans)Maturity Date; provided that any facility fees accruing after such earlier date or the Maturity Date, regardless of usageas the case may be, subject to adjustment as provided in Section 2.14. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving 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, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period (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 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 Administrative' Agent for the account of each Lender in accordance with its Applicable PercentagePro Rata Share, a facility fee (“Facility Fee”) on the later of the fifth Business Day following the end of each calendar quarter or the fifth Business Day after the Company has received from the Administrative Agent a notice setting forth the amount of such fee, which shall be 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 Revolving Loans and Swing Line Committed Loans), regardless of usage, subject to adjustment as provided in Section 2.14. The Facility Fee facility fee shall accrue at all times during from the Extended Availability Period Closing Date to the Revolving Loan Maturity Date or, if the Term Loans are made, the Term Loan Maturity Date (and thereafter so long as any Revolving Loans or Swing Line Committed Loans remain outstanding), including at any time during which one or more of the conditions in Article IV is are not met, and shall be due and payable quarterly in arrears on each date specified above following the last Business Day end of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the Closing Date, and, in through the case of Original Commitments, on the last day of Original Availability Period Applicable Maturity Date (and, with respect to the Original Commitmentsif applicable, 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 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 Lender in accordance with Bank pro rata according to its Applicable Percentage, Pro Rata Share a facility fee (“Facility Fee”) equal to the facility fee set forth in the definition of Applicable Rate Amount times the actual daily amount Aggregate Commitment, computed on a quarterly basis in arrears on the ----- last Business Day of each calendar quarter. If there is any change in the Applicable Amount during any quarter, the Aggregate Commitments (or, if Commitment shall be multiplied by the Aggregate Commitments have terminated, on the Outstanding Applicable Amount of all Revolving Loans and Swing Line Loans), regardless of usage, subject to adjustment as provided separately for each period that such Applicable Amount was in Section 2.14effect during such quarter. The Facility Fee Such facility fee shall accrue at all times during from the Extended Availability Period (and thereafter so long as any Revolving Loans or Swing Line Loans remain outstanding), including at any time during which one or more of Closing Date to the conditions in Article IV is not met, Maturity Date and shall be due and payable quarterly in arrears on the last Business Day of each Marchcalendar quarter and on the Maturity Date; provided that, Junein connection with any reduction or termination of Commitments pursuant to Section 2.8, September and Decemberthe accrued facility fee ----------- calculated for the period ending on such date shall also be paid on the date of such reduction or termination, commencing with the first such next succeeding quarterly payment being calculated on the basis of the period from the reduction or termination date to occur after such quarterly payment date. The facility fee provided in this Section shall accrue at all times from the Closing Date, and, including at any time during which one or more conditions in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period (and, with respect to the Extended Commitments, after the last day of the Extended Availability Period on demand)Section 4 are not met. 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 Applicable PercentagePro Rata Share, a facility fee (the “Facility Fee”) equal to the Applicable Rate Rate, expressed on a daily basis, times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans and Swing Line Loans), regardless of usage, subject to adjustment as provided in Section 2.14such Lender’s Credit-Linked Deposit. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long effective as any Revolving 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, Closing Date 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, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period (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 arrears by the Administrative Agent. If there is any change in the Five Year Letter of Credit and Term Loan Agreement Applicable Rate during any quarter, the actual daily Credit-Linked Deposit amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. The Facility Fee shall be due and payable quarterly in arrears on the first Business Day following the end of each Interest Period relating to the Credit-Linked Deposits, commencing with the first such date to occur after the Closing Date, and on the Maturity Date; provided that, in connection with any reduction of the Total Credit-Linked Deposit under Section 2.03, the accrued Facility Fee calculated for the period ending on such date shall also be paid on the date of such reduction, and the following quarterly payment shall be calculated on the basis of the period from such reduction date to such quarterly payment date. The Facility Fee shall accrue at all times, including at any time during which one or more of the conditions in Article IV is not met.

Facility Fee. The For the period from the Effective Date to and including the Termination Date, the Borrower shall pay to the Administrative Agent for the ratable account of each Lender the Lenders in accordance with its Applicable Percentage, their Revolver Percentages 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 average daily Revolving Loans and Swing Line Loans)Credit Commitments, regardless of usage, subject at a rate per annum equal to adjustment as the applicable Facility Fee in the definition of Applicable Margin; provided in Section 2.14. The that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue at all times during on the Extended Availability Period daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (and thereafter so long as any Revolving Loans or Swing Line Loans remain outstandingincluding participations therein), including at any time during which one or more of the conditions in Article IV is not met, and . Accrued Facility Fees shall be due and payable quarterly in arrears on the last Business Day of each MarchMarch 31, June, September and December, commencing with the first such date to occur after the Closing Date, and, in the case of Original Commitments2015, on the last day of Original Availability Period (andeach calendar quarter thereafter and on the Termination Date, with respect unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the Original Commitments, date of such termination shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the last day of date the Original Availability Period Revolving Credit Commitments terminate shall be payable 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 Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Applicable Percentagethe Lenders based on their respective Pro Rata Shares, a facility fee (the “Facility Fee”) ), accruing at a per annum rate equal to the Applicable Rate times then appli­cable Facility Fee Percentage on the actual daily amount Maximum Revolving Credit Amount, such fee being payable quarterly, in arrears, commencing on the first day of the Aggregate Commitments (or, if fiscal quarter next succeeding the Aggregate Commitments have terminated, Closing Date and on the Outstanding Amount first day of all each fiscal quarter thereafter and on the Revolving Loans Credit Termi­nation Date. Notwithstanding the foregoing, in the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, (A) such Lender shall not be entitled to any portion of the Facility Fee with respect to its Revolving Credit Commitment until such failure has been cured in accordance with Section 4.2(b)(v)(B) and Swing Line Loans)(B) until such time, regardless of usage, subject to adjustment as provided in Section 2.14. The the Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Loans or Swing Line Loans remain outstanding), including at any time during which one or more in favor of the conditions in Article IV is not metLenders which have funded their respective Pro Rata Shares of such requested Loan, shall be allocated among such performing Lenders ratably based upon their relative Revolving Credit Commitments, and shall be due calculated based upon the average amount by which the aggre­gate Revolving Credit Commitments of such performing Lenders exceeds the sum of (I) the outstanding principal amount of the Loans owing to such performing Lenders, and payable quarterly in arrears on (II) the last Business Day outstanding Reimbursement Obligations owing to such perform­ing Lenders, and (III) the aggregate participation interests of each March, June, September and December, commencing with the first such date performing Lenders arising pursuant to occur after the Closing Date, and, in the case of Original Commitments, on the last day of Original Availability Period (and, Section 3.1(e) with respect to the Original Commitments, after the last day undrawn and outstanding Letters 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 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 effectCredit.

Facility Fee. The Borrower Commencing on the Closing Date, the Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable PercentageRevolving Credit Percentage (subject to Section 2.18 with respect to any Defaulting Lender), a facility fee (“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 Revolving Loans Credit Loans, Letters of Credit and Swing Line Loans), regardless of usage, subject to adjustment as provided in Section 2.14. The Facility Fee facility fee shall accrue at all times during times, commencing on the Extended Closing Date and for the remainder of the Revolving Credit Availability Period (and thereafter so long as any Revolving Loans Credit Loans, Letters of Credit 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 Closing Date, and, in the case of Original Commitments, Date and on the last day of Original Availability Period Maturity Date (and, with respect to the Original Commitmentsif applicable, 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 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 Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee (“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 Revolving Loans and Swing Line LoansL/C Obligations), regardless of usage; provided that if Opco has exercised its option to Term-Out pursuant to Section 2.16, subject during the Term-Out period, the facility fee shall be equal the Applicable Rate times the actual daily amount of Total Outstandings; and provided, further, that the liability of a Subsidiary Borrower under this Section 2.09(a) shall not exceed an amount equal to adjustment as provided in such Subsidiary Borrower’s Proportionate Share of the total amount due pursuant to this Section 2.142.09(a). The Facility Fee facility fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Loans or 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, in the case of Original Commitments, and on the last day of Original Availability Period Maturity Date (and, with respect to the Original Commitmentsif applicable, 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 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 Lender in accordance with its Applicable 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 Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Loans and Swing Line LoansL/C Obligations), in each case, regardless of usage, subject to adjustment as provided in Section 2.142.15. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Loans or 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, in the case of Original Commitments, and on the last day of Original Availability Period Maturity Date (and, with respect to the Original Commitmentsif applicable, 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 thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall shall, for each day during the term of this Agreement (i) on which there exists any Revolving Credit Exposure and (ii) that the Applicable Rate is determined pursuant to clause (b) of the definition of Applicable Rate, pay to the Administrative Agent for the account of each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with its such Lender’s Applicable PercentageRevolving Credit Percentage thereof), a facility fee (“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 terminated, on the actual daily Outstanding Amount of all Revolving Credit Loans and Swing Line LoansL/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.142.16. The Facility Fee facility fee shall accrue at all times during the Extended 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 any Revolving Credit Loans or Swing Line Loans 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 Marchif such day is not a Business Day), June, September and December, commencing with the first such date to occur after the Closing Date, and, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period in respect of the Revolving Credit Facility (and, with respect to the Extended Commitmentsif applicable, after the last day of the Extended Availability Period thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall Co-Obligors jointly and severally agree to pay to the Administrative Agent for the account of each Lender in accordance with its Applicable PercentagePro Rata Share, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate Rate, expressed on a daily basis, times the actual daily amount of such Lender’s Credit-Linked Deposit. Upon the Aggregate Commitments (or, if occurrence and during 5 Year Series B Letter of Credit and Term Loan Agreement the Aggregate Commitments have terminated, continuation of an Event of Default the Applicable Rate then in effect for the purposes of determining the Facility Fee shall be increased by adding the Default Rate to the Applicable Rate. The Facility Fee shall accrue effective as of the Closing Date and shall be calculated quarterly in arrears by the Administrative Agent. The Facility Fee shall be due and payable quarterly in arrears on the Outstanding Amount first Business Day following the end of all Revolving Loans each Interest Period relating to the Credit-Linked Deposits, commencing with the first such date to occur after the Closing Date, and Swing Line Loans)on the Maturity Date; provided that, regardless in connection with any reduction of usagethe Total Credit-Linked Deposit under Section 2.03, subject the accrued Facility Fee calculated for the period ending on such date shall also be paid on the date of such reduction, and the following quarterly payment shall be calculated on the basis of the period from such reduction date to adjustment as provided in Section 2.14such quarterly payment date. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Loans or Swing Line Loans remain outstanding)times, including at any time during which one or more of the conditions in Article IV is shall 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, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period (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 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 Applicable Percentage, Bank a facility fee (the “Facility Fee”) (x) prior to the Conversion Date, on the entire portion of such Bank’s Commitment (whether utilized or unutilized) and (y) from and after the Conversion Date, on the average daily aggregate outstanding principal amount of all Loans, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter, 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 Revolving Loans and Swing Line Loans), regardless of usage, subject to adjustment as provided in Section 2.14Facility Fee Rate. The Such Facility Fee shall accrue at from the Closing Date to the date on which this Agreement is terminated and all times during the Extended Availability Period (and thereafter so long as any Revolving Loans or Swing Line Loans remain outstanding), including at any time during which one or more of the conditions Obligations hereunder have been paid in Article IV is not met, full and shall be due and payable quarterly in arrears on the last Business Day of each Marchcalendar quarter commencing on September 30, June2004 through the date on which this Agreement is terminated and all of the Obligations hereunder have been paid in full and on the Conversion Date and the Converted Loan Termination Date, September and December, commencing with the first final payment to be made on the date on which this Agreement is terminated and all of the Obligations hereunder have been paid in full; provided that, in connection with any reduction or termination of Commitments under Section 2.07, the accrued Facility Fee calculated for the period ending on such date to occur after the Closing Date, and, in the case of Original Commitments, shall also be paid on the last day date of Original Availability Period (andsuch reduction or termination, with respect to the Original Commitments, after following quarterly payment being calculated on the last day basis 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 period from such reduction or termination date to the Extended Commitments, after the last day of the Extended Availability Period on demand)such quarterly payment date. The Facility Fee Fees provided in this subsection shall be calculated quarterly accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions 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 effectArticle IV are not met.

Facility Fee. The Borrower shall pay to the Administrative Paying Agent for the account of each Lender in accordance with its Applicable PercentagePro Rata Share, a facility fee (the “Facility Fee”) equal to to, the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have been terminated, on the Outstanding Amount of all Revolving Loans and Swing Line LoansL/C Obligations); provided, regardless however, that any Facility Fee accrued with respect to any of usage, subject the Commitments of a Defaulting Lender during the period prior to adjustment 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 except to the extent that such Facility Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided in Section 2.14further 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 shall accrue at all times during from the Extended Availability Period (and thereafter so long as any Revolving Loans or Swing Line Loans remain outstanding)Closing Date through the Maturity Date, 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, in the case of Original Commitments, and on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period (and, with respect to the Extended Commitments, after the last day of the Extended Availability Period on demand)Maturity Date. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall agrees to pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee (“Facility Fee”) equal to fee, which shall accrue at the Applicable Rate times on the actual daily amount of the Aggregate Commitments Commitment of such Lender (orwhether used or unused) during the period from and including the date hereof to but excluding the later of the date such Commitment terminates and the date such Lender’s Loans shall have been paid in full; provided that, if the Aggregate Commitments such Lender continues to have terminatedany Revolving Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the Outstanding Amount amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable on each Quarterly Credit Agreement Date and on the later of the date the Commitments terminate and the date upon which the Loans of all Revolving Loans and Swing Line Loans), regardless of usage, subject to adjustment as provided in Section 2.14. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Loans or Swing Line Loans remain outstanding), including at any time during which one or more of the conditions Lenders shall have been paid in Article IV full, provided that (i) any facility fees accruing after the date on which the Commitments terminate shall be payable on demand, and (ii) if any principal of any Loan is not metpaid when due, whether at stated maturity, upon acceleration or otherwise, the facility fee in respect of such principal shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period (and, with respect to the Extended Commitments, after the last day of the Extended Availability Period on demandday). 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 Mondelēz International agrees to pay to the Administrative Agent Agent, in Dollars, for the account of each Lender in accordance with its Applicable 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 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 Aggregate Commitments have terminatedFacility Fee shall continue to accrue, at the Applicable Facility Fee Rate, on the Outstanding Amount daily amount of all Revolving Loans such Lender’s Advances (other than Competitive Bid Advances) outstanding from and Swing Line Loans), regardless of usage, subject including the date on which such Commitment terminates to adjustment as provided in Section 2.14but 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 Extended Availability Period (and thereafter so long as any Revolving 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 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, and, in the case of Original Commitments, Effective Date and on the last day 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 Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period Mondelēz International exercising its rights under Section 2.10(b)) shall be payable 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 All 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 Fees shall be computed on the basis of a year of 360 days and multiplied by shall be payable for the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectactual number of days elapsed (including the first day but excluding the last day).

Facility Fee. The Borrower Company shall pay to the Administrative Agent ------------ for the account of each Lender in accordance with pro rata according to its Applicable Percentage, Pro Rata Share a facility fee (“Facility Fee”) equal to the facility fee set forth in the definition of Applicable Rate Amount times the actual daily amount Aggregate Commitment, computed on a quarterly basis in arrears ----- on the last Business Day of each calendar quarter. If there is any change in the Applicable Amount during any quarter, the Aggregate Commitments (or, if Commitment shall be multiplied by the Aggregate Commitments have terminated, on the Outstanding Applicable Amount of all Revolving Loans and Swing Line Loans), regardless of usage, subject to adjustment as provided separately for each period that such Applicable Amount was in Section 2.14effect during such quarter. The Facility Fee Such facility fee shall accrue at all times during from the Extended Availability Period (and thereafter so long as any Revolving Loans or Swing Line Loans remain outstanding), including at any time during which one or more of Closing Date to the conditions in Article IV is not met, Maturity Date and shall be due and payable quarterly in arrears on the last Business Day of each Marchcalendar quarter and on the Maturity Date; provided that, Junein connection with any reduction or termination of Commitments pursuant to Section 2.8, September and Decemberthe accrued facility fee ----------- calculated for the period ending on such date shall also be paid on the date of such reduction or termination, commencing with the first such next succeeding quarterly payment being calculated on the basis of the period from the reduction or termination date to occur after such quarterly payment date. The facility fee provided in this Section shall accrue at all times from the Closing Date, and, including at any time during which one or more conditions in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period (and, with respect to the Extended Commitments, after the last day of the Extended Availability Period on demand)Section 4 are not met. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.---------

Facility Fee. The At any time that the Applicable Rate is determined based on the Debt Ratings Based Pricing Grid, the Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Commitment Percentage, a facility fee (“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 Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Outstanding Amount of all Revolving Loans and Swing Line LoansL/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.142.15. The Facility Fee facility fee shall accrue at all times during the Extended Availability Revolving Commitment Period (and thereafter so long as any Revolving Loans or Swing Line Loans 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 Date, and, in the case of Original Commitments, Applicable Rate is determined based on the last day of Original Availability Period (andDebt Ratings Based Pricing Grid, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, and on the last day of the Extended Availability Revolving Commitment Period (and, with respect to the Extended Commitmentsif applicable, after the last day of the Extended Availability Period thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate facility fee as determined in the Debt Ratings Based Pricing Grid separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Dollar Lender in accordance with its Applicable Dollar Percentage, a facility fee (“Facility Fee”) 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 Revolving Dollar Loans, Dollar Swing Line Loans and Swing Line LoansDollar L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.14. 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 Extended applicable Availability Period (and thereafter so long as any Revolving Loans or Credit 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, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, and on the last day of the Extended applicable Availability Period (and, with respect to the Extended Commitmentsif applicable, after the last day of the Extended Availability Period thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall Each of the Borrowers agrees, severally and not jointly, to pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) at a per annum rate equal to to, in the case of each Borrower, the Applicable Fee Rate times for it on its Contribution Percentage of such Lender’s Non-Extended Commitment and Extended Commitment (whether used or unused) from and including the actual daily amount of Closing Date to and including the Aggregate Commitments (or, if first date following the Aggregate Commitments have terminated, Amendment Effective Date on the Outstanding Amount of all Revolving Loans and Swing Line Loans), regardless of usage, subject to adjustment as provided in Section 2.14. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving 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 such Borrower’s Borrower Credit Exposure shall be due zero and the Borrower Sublimit of such Borrower shall be reduced to zero pursuant to Section 2.8.3, payable quarterly in arrears on each Payment Date hereafter and on the last Business Day Facility Termination Date, provided that, if any Lender continues to have Revolving Credit Exposure outstanding in respect of each March, June, September and December, commencing with the first such date to occur any Commitment hereunder after the Closing Datetermination of such Commitment (including, andwithout limitation, in during any period when Loans or Letters of Credit may be outstanding but new Loans or Letters of Credit may not be borrowed or issued hereunder under a class of Commitments), then the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period (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 continue to accrue on the aggregate principal amount of the Revolving Credit Exposure of such Lender incurred in arrears, respect of such Commitment until such Lender ceases to have any Revolving Credit Exposure in respect of such Commitment 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 effectpayable on demand.

Facility Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Lender Lender, in accordance with its Applicable Commitment Percentage, a facility fee (“Facility Fee”the "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 Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans and Swing Line Loans)Revolver Commitment, regardless of usageusage (or if the Revolver Commitment has been terminated, subject to adjustment as provided in Section 2.14such Lender's Pro Rata Part calculated on the Principal Debt). The Facility Fee shall accrue at all times during from the Extended Availability Period (Closing Date until the date the Principal Debt has been paid in full and thereafter so long as any Revolving 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, 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, in the case of Original Commitments, and ending on the last day of Original Availability Period (and, with respect to date both the Original Commitments, after Principal Debt has been paid in full and the last day of Revolver Commitment has been terminated for the Original Availability Period on demand) and, in amount accrued during 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)previous fiscal quarterly period. The Facility Fee shall be calculated for the amount accrued during the previous fiscal quarterly period, in arrearsaccordance with SECTION 5.1(f), and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin for Facility Fees (on a per diem basis) separately for each period during such quarter that such Applicable Rate Margin was in effect. The Facility Fee shall accrue at all times, including at any time during which one or more of the conditions in SECTION 7.2 is not met.

Facility Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Applicable Percentagethe Lenders (other than Defaulting Lenders as provided herein) based on their respective Revolving Loan Pro Rata Shares, a facility fee (“Facility Fee”) the "FACILITY FEE"), accruing at a per annum rate equal to the Applicable Rate times then applicable Facility Fee Percentage on the actual daily Revolving Loan Commitments of all Lenders (other than Defaulting Lenders only with respect to their unfunded Revolving Loan Commitments), such fee being payable quarterly, in arrears, commencing on August 1, 2003 and on the first day of each November, February, May and August thereafter, a prorated payment being payable upon any partial termination of the Revolving Loan Commitments, and with a final prorated payment being payable on the first to occur of termination of the Revolving Loan Commitments and the Termination Date. Each such payment shall be in the amount of the Aggregate Commitments accrued and unpaid Facility Fee. Notwithstanding the foregoing, in the event that any Lender fails to fund its Revolving Loan Pro Rata Share of any Revolving Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, (orA) such Lender shall not be entitled to any portion of the Facility Fee with respect to its unfunded Revolving Loan Commitment until such failure has been cured and (B) until such time, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans and Swing Line Loans), regardless of usage, subject to adjustment as provided in Section 2.14. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Loans or Swing Line Loans remain outstanding), including at any time during which one or more only in favor of the conditions in Article IV is not met, Lenders which have funded their respective Revolving Loan Pro Rata Shares of such requested Loan 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 allocated among such date to occur after the Closing Date, and, in the case of Original performing Lenders ratably based upon their relative Revolving Loan Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the last day of the Extended Availability Period (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 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 Mettler-Toledo International and the Applicable Borrower shalx xx xxxxxxx xnd severally liable for their ratable share, and Mettler-Toledo International shall pay to the Administrative Agent for the account Agxxx xxx xxx xxcount of each Lender in accordance with its Applicable PercentagePro Rata Share, a facility fee (“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 Revolving Loans, Swingline Loans and Swing Line LoansL/C Obligations (without application of the Assumed Swingline Amount)), regardless of usage, subject to adjustment as provided in Section 2.14. The Facility Fee facility fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Loans, Swingline Loans or Swing Line Loans 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 Closing Date, and, in the case of Original Commitments, and on the last day of Original Availability Period Maturity Date (and, with respect to the Original Commitmentsif applicable, 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 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 From and after the Closing Date, Borrower shall agrees to pay to the Administrative Agent for the account ratable benefit of each Lender in accordance with its Applicable Percentagethe Lenders, a facility fee (“Facility Fee”) at a per annum rate equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments aggregate Commitment (as such amount may be reduced pursuant to Section 2.05 above), regardless of usage, or, if the Aggregate Commitments have terminated, on the Outstanding Amount outstanding amount of all Revolving Loans and Swing Line LoansL/C Obligations (the “Facility Fee” and collectively, for all the Lenders, the “Facility Fees”). To the extent applicable, regardless of usage, subject to adjustment as provided in Section 2.14. The the Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Loans or Swing Line Loans Obligations shall remain outstanding), including at any time periods during which one or more of the conditions to Credit Extensions 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, in the case of Original Commitments, and on the last day of Original Availability Period Maturity Date (and, if applicable, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii), (i) no Facility Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (ii) any Facility Fee accrued with respect to the Original Commitments, after Commitment of a Defaulting Lender during the last day period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by Borrower so long as such Lender shall be a Defaulting Lender. Administrative Agent shall distribute the Facility Fee to the Lenders pro rata in accordance with the respective Commitments 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 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 effectLenders.

Facility Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of (i) the Applicable Rate times (ii) the actual daily amount of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Outstanding Amount of all Revolving Loans and Swing Line LoansL/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.142.15. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Loans or Swing Line Loans remain outstanding)Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Amendment Effective Date, and, in the case of Original Commitments, and on the last day Maturity Date; provided, that (A) no Facility Fee shall accrue on the Revolving Commitment of Original Availability Period a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (and, B) any Facility Fee accrued with respect to the Original Commitments, after Revolving Commitment of a Defaulting Lender during 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 period prior to the Extended Commitments, after time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the last day of the Extended Availability Period on demand)Borrower so long as such Lender shall be a Defaulting Lender. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The In consideration of the Revolving Credit Commitments of the Revolving Credit Lenders hereunder, the Borrower Parties shall pay to the Administrative Agent (for the account benefit of each Lender in accordance with its Applicable Percentage, the Revolving Credit Lenders) a facility fee (“Facility Fee”) equal to the Applicable Rate (based on a 365-day year) 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 Revolving Credit Loans, Swing Line Loans and Swing Line LoansL/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.14usage (the “Facility Fee”). The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Loans or 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 first day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the Closing Date, and, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, and on the last day of the Extended 56718230_5 Availability Period (and, with respect to the Extended Commitmentsif applicable, after the last day of the Extended Availability Period thereafter on demand). All Facility Fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. The Facility Fee shall be calculated quarterly in arrearscommence to accrue on the Closing Date. Notwithstanding the foregoing, and if there each Lender that is any change in the Applicable Rate during any quarter, the actual daily amount a Defaulting Lender shall be computed and multiplied by the Applicable Rate separately entitled to receive fees payable under this Section 2.09(a) for each any period during which such quarter that such Applicable Rate was in effectLender is a Defaulting Lender only to the extent allocable to the sum of (i) the outstanding principal amount of the Revolving Credit Loans funded by it, plus (ii) its Pro Rata Share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.16.

Facility Fee. The Borrower At all times following the first date on which the Company has Investment Grade Status, the Company shall pay to the Administrative Agent with respect to each Tranche for the account of each Committed Loan Lender in such Tranche in accordance with its Applicable PercentagePercentage for such Tranche, a facility fee (“Facility Fee”) equal to the Applicable Rate set forth in clause (b) of the definition thereof 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 Revolving Committed Loans, Swing Line Loans and Swing Line LoansL/C Obligations in such Tranche), regardless of usage, subject to adjustment as provided in Section 2.142.18. The Facility Fee facility fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Loans or Committed 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 Closing Date, and, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, and on the last day of the Extended Availability Period (and, with respect to the Extended Commitmentsif applicable, after the last day of the Extended Availability Period thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate (as set forth in clause (b) of the definition thereof) during any quarter, the actual daily amount aggregate Commitments for the relevant Tranche shall be computed and multiplied by the Applicable Rate (as set forth in clause (b) of the definition thereof) separately for each period during such quarter that such Applicable Rate (as set forth in clause (b) of the definition thereof) was in effect.

Facility Fee. The Borrower For each day prior to the termination of this Agreement and the payment in full of the Total Revolving Credit Outstandings, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender (other than Defaulting Lenders to the extent set forth in Section 2.17(a)(iii)) in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Aggregate Commitments have Revolving Credit Facility has terminated, on the Outstanding Amount of all actual daily Total Revolving Loans and Swing Line LoansCredit Outstandings), regardless of usage, subject to adjustment as provided in Section 2.142.17. The Facility Fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Total Revolving Loans or Swing Line Loans remain outstandingCredit Outstandings is greater than zero (0)), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and, in the case of Original Commitments, and on the last day Maturity Date in respect of Original Availability Period the Revolving Credit Facility (and, with respect to the Original Commitmentsif applicable, 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 thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Revolving Credit Facility Applicable Rate for Facility Fees set forth in the definition of “Applicable Rate” during any quarter, the actual daily amount shall be computed and multiplied by the applicable Revolving Credit Facility Applicable Rate for Facility Fees separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees was in effect.

Facility Fee. The 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 Applicable Percentage, 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, or if the Aggregate Revolving Commitments shall have expired or been terminated, on the Outstanding Amount of all the Revolving Loans and Swing Line LoansObligations), regardless of usage, subject to adjustment as provided in Section 2.14. The Facility Fee shall accrue at all times during the Extended Availability Commitment Period (and thereafter so long as any Revolving Loans or Swing Line Loans 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, in the case of Original Commitments, and on the last day of Original Availability Period Revolving Termination Date (and, with respect to the Original Commitmentsif applicable, 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 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 Mxxxxxx-Xxxxxx International and the Applicable Borrower shall be jointly and severally liable for their ratable share, and Mxxxxxx-Xxxxxx International shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable PercentagePro Rata Share, a facility fee (“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 Revolving Loans, Swingline Loans and Swing Line LoansL/C Obligations (without application of the Assumed Swingline Loan Amount)), regardless of usage, subject to adjustment as provided in Section 2.14. The Facility Fee facility fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Loans, Swingline Loans or Swing Line Loans 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 Closing Date, and, in the case of Original Commitments, and on the last day of Original Availability Period Maturity Date (and, with respect to the Original Commitmentsif applicable, 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 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 with a Revolving Commitment in accordance with its Applicable Percentage, a facility fee (“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 Total Revolving Loans and Swing Line LoansOutstandings), regardless of usage, subject to adjustment as provided in Section 2.142.16. The Facility Fee facility fee shall accrue at all times during the Extended Availability Period (and thereafter so long as any Revolving Loans or 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, in the case of Original Commitments, on the last day of Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, and on the last day of the Extended Availability Period (and, with respect to the Extended Commitmentsif applicable, after the last day of the Extended Availability Period 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 At any time that the Applicable Rate is determined based on the Debt Ratings Based Pricing Grid, the Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Revolving Commitment Percentage, a facility fee (“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 Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Loans and Swing Line LoansL/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.142.15. The Facility Fee facility fee shall accrue at all times during the Extended Availability Revolving Commitment Period (and thereafter so long as any Revolving Loans or 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 Date, and, in the case of Original Commitments, Applicable Rate is determined based on the last day of Original Availability Period (andDebt Ratings Based Pricing Grid, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, and on the last day of the Extended Availability Revolving Commitment Period (and, with respect to the Extended Commitmentsif applicable, after the last day of the Extended Availability Period thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate facility fee as determined in the Debt Ratings Based Pricing Grid separately for each period during such quarter that such Applicable Rate was in effect.