Common use of Facility Fee Clause in Contracts

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

Facility Fee. The Borrower Company shall pay to the Administrative Agent with respect to each Tranche for the account of each Revolving Loan Lender in such Tranche in accordance with its Applicable Revolving PercentagePercentage for such Tranche, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Facility aggregate Commitments for such Tranche (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans, Swingline Swing Line Loans and L/C ObligationsObligations in such Tranche), regardless of usage, subject to adjustment as provided in Section 2.152.18 and Section 2.23, as applicable. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstandingoutstanding in such Tranche), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount aggregate Commitments for the relevant Tranche shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving PercentageCredit Percentage (subject to Section 2.18 with respect to any Defaulting Lender), a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Facility Credit Commitments (or, if the Aggregate Revolving Facility has Credit Commitments have terminated, on the Outstanding Amount of all Revolving Credit Loans, Bid Loans, Swingline Loans and L/C ObligationsObligations and Swing Line Loans), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee facility fee shall accrue at all times during the Revolving Credit Availability Period for the Revolving Facility (and thereafter so long as any Revolving Credit Loans, Bid Loans, Swingline Loans or L/C Obligations or Swing Line Loans remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and . The facility fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility Maturity Date (and, if applicable, thereafter on demand). On each such payment date all facility fees which have accrued to but excluding any such payment date shall be due and payable. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Percentage of the Aggregate Revolving PercentageCommitments, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Facility Fee Rate times the actual daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the aggregate Outstanding Amount of all Revolving Loans, Bid Loans, Swingline Negotiated Rate Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.18. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans, Swingline Negotiated Rate Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears (calculated on a 360-day basis) on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility Maturity Date (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Facility Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Facility Fee Rate separately for each period during such quarter that such Applicable Facility Fee Rate was in effect.

Facility Fee. The Borrower Borrowers shall jointly and severally pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate then applicable to Facility Fees times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Outstanding Amount of all Revolving Credit Loans, Bid Swing Line Loans, Swingline Competitive Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Credit Facility (and thereafter so long as any Revolving Credit Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Credit Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent Agent, for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the product of (i) the Facility Fee set forth in the table under the definition of Applicable Rate Margin times (ii) the actual daily amount of the Aggregate Revolving Facility Commitments regardless of usage (or, if the Aggregate Revolving Facility has Commitments have been terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans, Swingline Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.16 (the “Facility Fees”). The Facility Fee Fees shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans, Swingline Loans or and L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee Fees shall be calculated quarterly in arrears, and if there is any change in the Facility Fee set forth in the table under the definition of Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate such Facility Fee rate separately for each period during such quarter that such Applicable Rate Facility Fee rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Committed Loans, Bid Individual Currency Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.18. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Committed Loans, Bid Individual Currency Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Percentage of the Revolving PercentageCredit Facility, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Outstanding Amount of all Revolving Committed Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.20. The Facility Fee facility fee payable pursuant to this paragraph shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Committed Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for in respect of the Revolving Credit Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee payable pursuant to this paragraph shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of (i) the Facility Fee rate specified in the definition of “Applicable Rate Margin” times (ii) the actual daily amount of the Aggregate Revolving Facility (or, if the Revolving Facility has terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans, Swingline Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15Commitments. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans, Swingline Loans or L/C Obligations remain outstanding)Period, including at any time during which one or more of the conditions in Article IV V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Effective Date, and on the last day Revolving Loan Maturity Date; provided, that each Defaulting Lender shall be entitled to receive fees payable under this Section 2.09(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the outstanding principal amount of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand)Loans funded by it. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender with a Revolving Lender Commitment in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the Outstanding Amount of all Total Revolving Loans, Bid Loans, Swingline Loans and L/C ObligationsOutstandings), regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand); provided, that no such facility fee shall accrue on the unused Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee with respect to the Aggregate Revolving Commitments (the “"Revolving Facility Fee”") equal to the Applicable Rate times the sum of the actual daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the sum of the Outstanding Amount of all Revolving Loans, Bid Loans, Swingline Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Revolving Facility Fee shall accrue at all times during the Revolving Loan Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans, Swingline Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Original Closing Date, and on the last day of the Availability Period for the Revolving Facility Maturity Date (and, if applicable, thereafter on demand). The Revolving Facility Fee shall be calculated quarterly in arrears, and if there is any change in . Notwithstanding the Applicable Rate during any quarterforegoing, the actual daily amount Administrative Agent shall be computed and multiplied by disburse the Applicable Rate separately for each period during such quarter that such Applicable Rate was Revolving Facility Fee among the Lenders in effectaccordance with the Lender Fee Letter.

Facility Fee. The Borrower For each day prior to the termination of this Agreement and the payment in full of the Obligations, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender (other than Defaulting Lenders to the extent set forth in Section 2.17(a)(iii)) in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Committed Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.17. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Committed Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility Maturity Date (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Commitment Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate Percentage times the actual daily amount of the then applicable Revolving Facility Committed Amount (or, if the Revolving Facility has Commitments have been terminated, on the Outstanding Amount of all outstanding Revolving Loans, Bid Loans, Swingline Loans and L/C ObligationsParticipation Interests (including the Participation Interests of each Issuing Lender in any Letters of Credit and the Participation Interests of the Swingline Lender in any Swingline Loans)), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee facility fee shall accrue at all times during from the Availability Period for Closing Date until the Revolving Facility Maturity Date (and thereafter so long as any Revolving Loans, Bid Loans, Swingline Loans or L/C LOC Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV Section 5.2 is not met, and shall will be due and payable quarterly in arrears on the last first Business Day following the last day of each March, June, September and DecemberDecember for the immediately preceding quarter (or a portion thereof), commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility Maturity Date (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated at a per annum rate quarterly in arrears, and if there is any change in the Applicable Rate Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Percentage separately for each period during such quarter that such Applicable Rate Percentage was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving PercentagePro Rata Share, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Committed Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.17. The Facility Fee shall begin to accrue on the date that is the earlier of (i) March 31, 2014, and (ii) the Closing Date, and shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Committed Loans, Bid Loans, Swingline 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 Datedate that the Facility Fee begins to accrue, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the Revolving Credit Facility has terminated, on the Outstanding Amount of all Revolving Credit Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Credit Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The At such time as the Ratings Condition has been satisfied, the Borrower shall thereafter pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Facility Commitments (or, if the Revolving Facility has Commitments have terminated, on the Outstanding Amount of all Total Revolving Loans, Bid Loans, Swingline Loans and L/C ObligationsOutstandings), regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee shall accrue at all times during the Availability Period for after the Revolving Facility Ratings Condition has been satisfied (and thereafter so long as any Committed Revolving Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last tenth (10th) Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Committed Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Committed Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand); provided, that no such facility fee shall accrue on the unused Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the aggregate Revolving Facility Credit Commitments (or, if the Revolving Facility has Credit Commitments have terminated, on the Outstanding Amount of all Revolving Credit Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.17. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Credit Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Facility Credit Commitments (or, if the Aggregate Revolving Facility has Credit Commitments have terminated, on the Outstanding Amount of all Revolving Credit Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Credit Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower For each day prior to the termination of this Agreement and the payment in full of the Obligations other than days occurring during any Unused Fee Period, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Committed Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Committed Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility Maturity Date (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Percentage under the Revolving PercentageCredit Facility, a facility fee (the “Facility Fee”) equal to the Applicable Rate (calculated per day) times the actual daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans, Swingline 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 Restatement Effective Date, and on the last day of the Availability Period for the Revolving Facility Revolver Maturity Date (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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

Facility Fee. The Borrower Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Facility Fee Rate times the actual daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the Outstanding Amount of all Committed Revolving Loans, Bid Swing Line Loans, Swingline Negotiated Rate Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.18. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Committed Revolving Loans, Bid Swing Line Loans, Swingline Negotiated Rate Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears (calculated on a 360-day basis) on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility Maturity Date (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Facility Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Facility Fee Rate separately for each period during such quarter that such Applicable Facility Fee Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate (set forth in the Facility Fee column in “Applicable Rate”) times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Committed Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.18. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Committed Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the ------------ Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “"Facility Fee”") ------------ at a rate per annum equal to the Applicable Rate times the actual ----- daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV V is not met, and shall be due and payable --------- quarterly in arrears on the fifteenth (15th) calendar day following the last Business Day day of each March, June, September and Decemberthe applicable calendar quarter, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility Maturity Date (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Fee Rate times the actual daily amount of the Aggregate Revolving Facility Credit Commitments (or, if the Aggregate Revolving Facility has Credit Commitments have terminated, on the Outstanding Amount of all Revolving Credit Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Credit Facility (and thereafter so long as any Revolving Credit Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Credit Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving PercentagePro Rata Share, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans, Swingline Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee facility fee shall accrue at all times during commencing on the Availability Period for date which is the Revolving Facility earlier of (x) the Closing Date and thereafter so long as any Revolving Loans(y) the date which is 60 calendar days after the date of this Agreement, Bid Loans, Swingline until and including the later of (i) the termination of the Commitments hereunder and (ii) the date on which all Loans or L/C and all Obligations remain outstanding)with respect thereto are paid in full, 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 on the last day of the Availability Period for the Revolving Facility Maturity Date (and, if applicable, thereafter on demand). On each such payment date all facility fees which have accrued to but excluding any such payment date shall be due and payable. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the aggregate Revolving Facility Credit Commitments (or, if the Revolving Facility has Credit Commitments have terminated, on the Outstanding Amount of all Revolving Credit Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.18. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Credit Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower For each day prior to the termination of this Agreement and the payment in full of the Obligations, the Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender (other than Defaulting Lenders) in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Committed Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Committed Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility Maturity Date (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the applicable facility fee percentage identified in the definition of Applicable Rate for Revolving Loans per annum times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Committed Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.18. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Committed Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate for Revolving Loans during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate for Revolving Loans separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Commitment Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate Percentage times the actual daily amount of the then applicable Revolving Facility Committed Amount (or, if the Revolving Facility has Commitments have been terminated, on the Outstanding Amount of all outstanding Revolving Loans, Bid Loans, Swingline Loans and L/C ObligationsParticipation Interests (including the Participation Interests of the Issuing Lender in any Letters of Credit and the Participation Interests of the Swingline Lender in any Swingline Loans)), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee facility fee shall accrue at all times during from the Availability Period for Amendment No. 4 Effective Date until the Revolving Facility Maturity Date (and thereafter so long as any Revolving Loans, Bid Loans, Swingline Loans or L/C LOC Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV Section 5.2 is not met, and shall be due d ue and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Amendment No. 4 Effective Date, and on the last day of the Availability Period for the Revolving Facility Maturity Date (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated at a per annum rate quarterly in arrears, and if there is any change in the Applicable Rate Percentage during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Percentage separately for each period during such quarter that such Applicable Rate Percentage was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender with a Revolving Lender Commitment in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the Outstanding Amount of all Total Revolving Loans, Bid Loans, Swingline Loans and L/C ObligationsOutstandings), regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand); 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 M▇▇▇▇▇▇-▇▇▇▇▇▇ International and the Applicable Borrower shall be jointly and severally liable for their ratable share, and M▇▇▇▇▇▇-▇▇▇▇▇▇ International shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving PercentagePro Rata Share, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans, Swingline Loans and L/C ObligationsObligations (without application of the Assumed Swingline Loan Amount)), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans, Swingline Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day 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 on the last day of the Availability Period for the Revolving Facility Maturity Date (and, if applicable, thereafter on demand). On each such payment date, the amount of facility fee which has accrued to but excluding such payment date shall be due and payable. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

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

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Facility Fee Rate times the actual daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the Outstanding Amount of all Committed Revolving Loans, Bid Swing Line Loans, Swingline Negotiated Rate Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.18. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Committed Revolving Loans, Bid Swing Line Loans, Swingline Negotiated Rate Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears (calculated on a 360-day basis) on the last Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility Maturity Date (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Facility Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Facility Fee Rate separately for each period during such quarter that such Applicable Facility Fee Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent Agent, for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of (i) the Facility Fee rate specified in the definition of “Applicable Rate Margin” times (ii) the actual daily amount of the Aggregate Revolving Facility (or, if the Revolving Facility has terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans, Swingline Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15Commitments. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans, Swingline Loans or L/C Obligations remain outstanding)Period, including at any time during which one or more of the conditions in Article IV V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day Revolving Loan Maturity Date; provided, that each Defaulting Lender shall be entitled to receive fees payable under this Section 2.09(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the outstanding principal amount of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand)Loans funded by it. The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender with a Revolving Lender Commitment in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Facility Commitments (or, if the Aggregate Revolving Facility has Commitments have terminated, on the Outstanding Amount of all Total Revolving Loans, Bid Loans, Swingline Loans and L/C ObligationsOutstandings), regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand); provided, that no such facility fee shall accrue on the unused Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.. CHAR1\1807067v5

Facility Fee. The Each Borrower shall pay to the Administrative Agent Agent, for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of: (i) the Facility Fee rate in effect for such Borrower at such time, as specified in the definition of “Applicable Rate times the actual daily amount of the Revolving Facility (or, if the Revolving Facility has terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans, Swingline Loans and L/C Obligations), regardless of usage, subject to adjustment as provided Margin” in Section 2.151.01; multiplied by (ii) such Borrower’s Facility Percentage; multiplied by (iii) the Aggregate Revolving Commitments. The Facility Fee for each Borrower shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans, Swingline Loans or L/C Obligations remain outstanding)Period, including at any time during which one (1) or more of the conditions set forth in Article IV V is not met, and shall be due and payable quarterly in arrears on (A) the last Business Day of each March, June, September and December, commencing with the first (1st) such date to occur after the Closing Effective Date, and on (B) the last day Revolving Loan Maturity Date; provided, that, each Defaulting Lender shall be entitled to receive fees payable under this clause (a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the outstanding principal amount of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand)Loans funded by it. The Facility Fee shall be calculated quarterly in arrears, and and, if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Committed Loans, Bid Individual Currency Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.18. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Committed Loans, Bid Individual Currency Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, NYDOCS02/1167307 54 September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Committed Loans, Bid Individual Currency Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.18. The Facility Fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Committed Loans, Bid Individual Currency Loans, Swingline Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, NYDOCS02/1167307 56 September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Fee Rate times the actual daily amount of the Aggregate Revolving Facility Credit Commitments (or, if the Aggregate Revolving Facility has Credit Commitments have terminated, on the Outstanding Amount of all Revolving Credit Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.16. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Credit Facility (and thereafter so long as any Revolving Credit Loans, Bid Loans, Swingline 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 Original Closing Date, and on the last day of the Availability Period for the Revolving Credit Facility (and, if applicable, thereafter on demand). The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect.

Facility Fee. The Mettler-Toledo International and the Applicable Borrower shal▇ ▇▇ ▇▇▇▇▇▇▇ ▇nd severally liable for their ratable share, and Mettler-Toledo International shall pay to the Administrative Agent for the account Ag▇▇▇ ▇▇▇ ▇▇▇ ▇▇count of each Revolving Lender in accordance with its Applicable Revolving PercentagePro Rata Share, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Revolving Facility Aggregate Commitments (or, if the Revolving Facility has Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans, Swingline Loans and L/C ObligationsObligations (without application of the Assumed Swingline Amount)), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee facility fee shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans, Swingline Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day 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 on the last day of the Availability Period for the Revolving Facility Maturity Date (and, if applicable, thereafter on demand). On each such payment date, the amount of facility fee which has accrued to but excluding such payment date shall be due and payable. The Facility Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. The Borrower Company shall pay to the Administrative Agent Agent, for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a facility fee (the “Facility Fee”) equal to the product of (i) the Facility Fee set forth in the table under the definition of Applicable Rate Margin times (ii) the actual daily amount of the Aggregate Revolving Facility Commitments regardless of usage (or, if the Aggregate Revolving Facility has Commitments have been terminated, on the Outstanding Amount of all Revolving Loans, Bid Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.152.16 (the “Facility Fees”). The Facility Fee Fees shall accrue at all times during the Availability Period for the Revolving Facility (and thereafter so long as any Revolving Loans, Bid Loans, Swingline Swing Line Loans or and L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility (and, if applicable, thereafter on demand). The Facility Fee Fees shall be calculated quarterly in arrears, and if there is any change in the Facility Fee set forth in the table under the definition of Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate such Facility Fee rate separately for each period during such quarter that such Applicable Rate Facility Fee rate was in effect.