Common use of Facility Fees Clause in Contracts

Facility Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee (the “Facility Fee”) during the period commencing on the Effective Date and ending on the Expiration Date, payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the last day of the calendar quarter during which the Facility Fee shall commence to accrue, and on the Expiration Date, at a rate per annum equal to the Applicable Margin of (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been terminated in accordance with Section 2.6, the Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued on the amount of such reduction through the date of such reduction. The Facility Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

Facility Fees. The Borrower agrees to pay to the Administrative Agent for the pro rata account of each Lender a fee (the “Facility Fee”) during the period commencing on the Effective Date and ending on the Expiration Date, payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the last day of the calendar quarter during which the Facility Fee shall commence to accrue, and on the Expiration Date, at a rate per annum equal to the Applicable Margin of (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been terminated in accordance with Section 2.6, the Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued on the amount of such reduction through the date of such reduction. The Facility Fee shall be computed on the basis of a 360-day 360‑day year for the actual number of days elapsed.

Facility Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee (the “Facility Fee”) during the period commencing on the Effective Date and ending on the Expiration Date, payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the last day of the calendar quarter during which the Facility Fee shall commence to accrue, and on the Expiration Date, at a rate per annum equal to the Applicable Margin of (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been terminated in accordance with Section 2.6, the Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued on the amount of such reduction through the date of such reduction. The Facility Fee shall be computed on the basis of a 360-day 360‑day year for the actual number of days elapsed.

Facility Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee (the “Facility Fee”) during the period commencing on the Effective Date and ending on the Expiration Date, payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the last day of the calendar quarter during which the Facility Fee shall commence to accrue, and on the Expiration Date, at a rate per annum equal to the Applicable Margin of (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been terminated in accordance with Section 2.6, the Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued on the amount of such reduction through the date of such reduction. The Facility Fee shall be computed on the basis of a 360-day 360‑day year for the actual number of days elapsed.

Facility Fees. The Borrower agrees to pay to the Administrative Agent for the pro rata account of each Lender a fee (the “Facility Fee”) during the period commencing on the Effective Date and ending on the Expiration Date, payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the last day of the calendar quarter during which the Facility Fee shall commence to accrue, and on the Expiration Date, at a rate per annum equal to the Applicable Margin of (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been terminated in accordance with Section 2.6, the Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued on the amount of such reduction through the date of such reduction. The Facility Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

Facility Fees. (a) The Borrower Company agrees to pay to each Lender, through the Administrative Agent for Agent, on each March 31, June 30, September 30 and December 31 (with the account of each Lender a fee (the “Facility Fee”) during the period commencing first payment being due on March 31, 2001), on the Effective Maturity Date and ending on the Expiration Date, payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the last day of the calendar quarter during which the Facility Fee shall commence to accrue, and on the Expiration Datedate on which the Commitment of such Lender shall be terminated as provided herein, a facility fee (a "Facility Fee"), at a rate per annum equal to the Applicable Margin Percentage from time to time in effect on the average daily amount of (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been terminated in accordance with Section 2.6, the Commitment Amount of such Lender (Lender, whether used or unused), and during the preceding quarter (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, or other period commencing on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued on the amount of such reduction through the date of this Agreement, or ending with the Maturity Date or the date on which the Commitment of such reductionLender shall be terminated). The All Facility Fee Fees shall be computed on the basis of a 360-day year for the actual number of days elapsedelapsed in a year of 360 days. The Facility Fee due to each Lender shall commence to accrue on the date of this Agreement, and shall cease to accrue on the earlier of the Maturity Date and the date on which the Commitment of such Lender shall have been terminated and the Loans of such Lender shall have been repaid. (b) All Facility Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders. Once paid, none of the Facility Fees shall be refundable under any circumstances.

Facility Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee (the “Facility Fee”) during the period commencing on the Effective Date and ending on the Expiration Date, payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the last day of the calendar quarter during which the Facility Fee shall commence to accrue, and on the Expiration Date, at a rate per annum equal to the Applicable Margin of (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been 14071968v4 terminated in accordance with Section 2.6, the Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender▇▇▇▇▇▇’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued on the amount of such reduction through the date of such reduction. The Facility Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

Facility Fees. (a) The Borrower agrees to Company shall pay to the Administrative Agent for the account of each Lender a fee facility fee, (the “Facility Fee”i) during the period commencing with respect to each Lender other than any Defaulting Lender, on the amount of such Lender’s Commitment (or, if any Loans or Letters of Credit remain outstanding (unless Cash Collateralized) after termination of Commitments, on such Lender’s Total Pro Rata Share of the Total Outstandings), and (ii) with respect to any Defaulting Lender, on the amount of the sum of such Defaulting Lender’s U.S. Dollar Outstandings and Canadian Dollar Outstandings, in each case, at the Facility Fee Rate. (b) Facility fees shall accrue from the Restatement Effective Date to the Termination Date (and, if applicable, thereafter until all Obligations (other than contingent obligations not then due) of the Borrowers have been paid in full) and ending on the Expiration Date, shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year, commencing on the last day of the calendar quarter during which through the Facility Fee shall commence to accrue, Termination Date and on the Expiration Date, at a rate per annum equal to the Applicable Margin of (a) prior to the Commitment Termination Date (and, if applicable, thereafter on demand); provided that, in connection with any reduction or such earlier date upon which all of the Commitments shall have been terminated in accordance with Section 2.6, the Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction termination of the Aggregate Commitment Amountunder Section 2.8, the Borrower Company shall pay the Facility Fee applicable facility fee accrued on the amount of such reduction through the date of such reduction or termination, with (in the case of a reduction. The Facility Fee shall be computed ) the following quarterly payment being calculated on the basis of a 360-day year for the actual number of days elapsedperiod from such reduction date to the quarterly payment date. Facility fees shall accrue at all times on and after the Restatement Effective Date, including at any time during which one or more conditions in Section 4 are not met.

Facility Fees. The Borrower agrees to Company shall pay to the Administrative Agent for the account of each Lender Bank a facility fee (the “Facility Fee”) during (x) prior to the period commencing Conversion Date, on the Effective Date entire portion of such Bank’s Commitment (whether utilized or unutilized) and ending (y) from and after the Conversion Date, on the Expiration Dateaverage 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 Facility Fee Rate. Such Facility Fee shall accrue from the Closing Date to the date on which this Agreement is terminated and all of the Obligations hereunder have been paid in full and shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year, calendar quarter commencing on September 30, 2003 through the last day date on which this Agreement is terminated and all of the calendar quarter during which the Facility Fee shall commence to accrue, Obligations hereunder have been paid in full and on the Expiration Conversion Date and the Converted Loan Termination Date, at a rate per annum equal with the final payment to be made on the Applicable Margin of (a) prior to the Commitment Termination Date or such earlier date upon on which this Agreement is terminated and all of the Commitments shall Obligations hereunder have been terminated paid in accordance full; provided that, in connection with any reduction or termination of Commitments under Section 2.62.07, the Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, on and after the Commitment Termination Date, the accrued Facility Fee calculated for the period ending on such date shall also be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued paid on the amount of such reduction through the date of such reduction. The Facility Fee shall be computed reduction or termination, with the following quarterly payment being calculated on the basis of a 360the period from such reduction or termination date to such quarterly payment date. The Facility Fees provided in this subsection shall accrue at all times after the above-day year for the actual number of days elapsedmentioned commencement date, including at any time during which one or more conditions in Article IV are not met.

Facility Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee (the “Facility Fee”) during the period commencing on the Effective Date and ending on the Expiration Date, payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the last day of the calendar quarter during which the Facility Fee shall commence to accrue, and on the Expiration Date, at a rate per annum equal to the Applicable Margin of (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been terminated in accordance with Section 2.6, the Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued on the amount of such reduction through the date of such reduction. The Facility Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

Facility Fees. The Borrower agrees to Companies jointly and severally shall pay to the Administrative Agent Agent, for the account pro rata benefit of the Banks based upon such Bank's Commitment the following facility fees: (i) a facility fee equal to the Applicable Fee Percentage of the 364 Day Commitment of each Lender Bank; and (ii) a facility fee (equal to the “Facility Fee”) during Applicable Fee Percentage of the period commencing on Revolving Commitment of each Bank. Such facility fees shall accrue from the Effective Date to the Termination Date (or such earlier date as the Revolving Commitments of all Banks shall terminate in accordance with the terms hereof), and ending on the Expiration Date, shall be due and payable quarterly in arrears on the last day Business Day of each March, June, September and December of each year, commencing on June 29, 2001 for the last day of quarter (or shorter period, as applicable) ending the calendar quarter during which the Facility Fee shall commence to accrue, prior Business Day and on the Expiration Date, at a rate per annum equal to the Applicable Margin of (a) prior to the Commitment Termination Date (or such earlier date upon which as the Revolving Commitments of all of the Commitments Banks shall have been terminated terminate in accordance with Section 2.6the terms hereof); provided that, in connection with any reduction or termination of Commitments under SECTION 2.8, the Commitment Amount of accrued facility fee calculated for the period ending on such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, date shall also be paid on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued on the amount of such reduction through the date of such reduction. The Facility Fee shall be computed reduction or termination, with the following quarterly payment being calculated on the basis of a 360-day year for the actual number of days elapsedperiod from such reduction or termination date to such quarterly payment date. The facility fees provided in this SUBSECTION shall accrue at all times after the date hereof, including at any time during which one or more conditions in ARTICLE IV are not met.

Facility Fees. (a) The Borrower Company agrees to pay to each Lender, through the Administrative Agent for Agent, on each March 31, June 30, September 30 and December 31 (with the account of each Lender a fee (the “Facility Fee”) during the period commencing first payment being due on December 31, 1998), on the Effective Date and ending Termination Date, on the Expiration Date, payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the last day of the calendar quarter during which the Facility Fee shall commence to accrue, Maturity Date and on the Expiration Datedate on which the Commitment of such Lender shall be terminated as provided herein, a facility fee (a "Facility Fee"), at a rate per annum equal to the Applicable Margin Percentage from time to time in effect (i) on the average daily amount of (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been terminated in accordance with Section 2.6, the Commitment Amount of such Lender (Lender, whether used or unused), on or prior to the Termination Date, and (bii) thereafter, on the sum daily average amount of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, on and Lender after the Commitment Termination Date, in each case during the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued preceding quarter (or other period commencing on the amount of such reduction through the date of this Agreement, or ending with the Termination Date or the Maturity Date or the date on which the Commitment of such reductionLender shall be terminated). The All Facility Fee Fees shall be computed on the basis of a 360-day year for the actual number of days elapsedelapsed in a year of 360 days. The Facility Fee due to each Lender shall commence to accrue on the date of this Agreement and shall cease to accrue on the earlier of the Maturity Date and the date on which the Commitment of such Lender shall have been terminated and the Loans of such Lender shall have been repaid. (b) All Facility Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders. Once paid, none of the Facility Fees shall be refundable under any circumstances.

Facility Fees. (a) The Borrower Company agrees to pay to each Lender, through the Administrative Agent for Agent, on each March 31, June 30, September 30 and December 31 (with the account of each Lender a fee (the “Facility Fee”) during the period commencing first payment being due on March 31, 2001), on the Effective Date and ending Termination Date, on the Expiration Date, payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the last day of the calendar quarter during which the Facility Fee shall commence to accrue, Maturity Date and on the Expiration Datedate on which the Commitment of such Lender shall be terminated as provided herein, a facility fee (a "Facility Fee"), at a rate per annum equal to the Applicable Margin Percentage from time to time in effect (i) on the average daily amount of (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been terminated in accordance with Section 2.6, the Commitment Amount of such Lender (Lender, whether used or unused), on or prior to the Termination Date, and (bii) thereafter, on the sum daily average amount of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, on and Lender after the Commitment Termination Date, in each case during the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued preceding quarter (or other period commencing on the amount of such reduction through the date of this Agreement, or ending with the Termination Date or the Maturity Date or the date on which the Commitment of such reductionLender shall be terminated). The All Facility Fee Fees shall be computed on the basis of a 360-day year for the actual number of days elapsedelapsed in a year of 360 days. The Facility Fee due to each Lender shall commence to accrue on the date of this Agreement and shall cease to accrue on the earlier of the Maturity Date and the date on which the Commitment of such Lender shall have been terminated and the Loans of such Lender shall have been repaid. (b) All Facility Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders. Once paid, none of the Facility Fees shall be refundable under any circumstances.

Facility Fees. (a) The Borrower Company agrees to pay to each Lender, through the Administrative Agent for Agent, on each March 31, June 30, September 30 and December 31 (with the account first payment being due on March 31, 2002), on the Termination Date, on the Maturity Date and on any other date on which the Commitment of each such Lender shall be terminated as provided herein, a facility fee (the “a "Facility Fee”) during the period commencing on the Effective Date and ending on the Expiration Date, payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the last day of the calendar quarter during which the Facility Fee shall commence to accrue, and on the Expiration Date"), at a rate per annum equal to the Applicable Margin Percentage from time to time in effect (i) on the average daily amount of (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been terminated in accordance with Section 2.6, the Commitment Amount of such Lender (Lender, whether used or unused), on or prior to the Termination Date, and (bii) thereafter, on the sum daily average amount of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, on and Lender after the Commitment Termination Date, in each case during the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued preceding quarter (or other period commencing on the amount of such reduction through the date of this Agreement, or ending with the Termination Date or the Maturity Date or other date on which the Commitment of such reductionLender shall be terminated). The All Facility Fee Fees shall be computed on the basis of a 360-day year for the actual number of days elapsedelapsed in a year of 360 days. The Facility Fee due to each Lender shall commence to accrue on the date of this Agreement and shall cease to accrue on the earlier of the Maturity Date and the date on which the Commitment of such Lender shall have been terminated and the Loans of such Lender shall have been repaid. (b) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (c) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders. Once paid, none of such fees shall be refundable under any circumstances.

Facility Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee (the “Facility Fee”) during the period commencing on the Effective Date and ending on the Expiration Date, payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the last day of the calendar quarter during which the Facility Fee shall commence to accrue, and on the Expiration Date, at a rate per annum equal to the Applicable Margin of (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been CHAR1\1787260v5 terminated in accordance with Section 2.6, the Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued on the amount of such reduction through the date of such reduction. The Facility Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

Facility Fees. (a) The Borrower Company agrees to pay to each Lender, through the Administrative Agent for Agent, on each March 31, June 30, September 30 and December 31 (with the account of each Lender a fee (the “Facility Fee”) during the period commencing first payment being due on March 31, 1999), on the Effective Date and ending Termination Date, on the Expiration Date, payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the last day of the calendar quarter during which the Facility Fee shall commence to accrue, Maturity Date and on the Expiration Datedate on which the Commitment of such Lender shall be terminated as provided herein, a facility fee (a "Facility Fee"), at a rate per annum equal to the Applicable Margin Percentage from time to time in effect (i) on the average daily amount of (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been terminated in accordance with Section 2.6, the Commitment Amount of such Lender (Lender, whether used or unused), on or prior to the Termination Date, and (bii) thereafter, on the sum daily average amount of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, on and Lender after the Commitment Termination Date, in each case during the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued preceding quarter (or other period commencing on the amount of such reduction through the date of this Agreement, or ending with the Termination Date or the Maturity Date or the date on which the Commitment of such reductionLender shall be terminated). The All Facility Fee Fees shall be computed on the basis of a 360-day year for the actual number of days elapsedelapsed in a year of 360 days. The Facility Fee due to each Lender shall commence to accrue on the date of this Agreement and shall cease to accrue on the earlier of the Maturity Date and the date on which the Commitment of such Lender shall have been terminated and the Loans of such Lender shall have been repaid. (b) All Facility Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders. Once paid, none of the Facility Fees shall be refundable under any circumstances.

Facility Fees. The Borrower agrees to pay to the Administrative Agent for the pro rata account of each Lender a fee (the “Facility Fee”"FACILITY FEE") during the period commencing on the Effective Date 91st day following the date of closing of the Eckerd Acquisition and ending on the later to occur of (i) the Expiration DateDate and (ii) the termination of the Commitments and the payment in full of the Loans, payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the last first such day after the 91st day following the date of closing of the calendar quarter during which the Facility Fee shall commence to accrueEckerd Acquisition, and on the Expiration Date, at a rate per annum equal to the Applicable Margin of (a) prior to the Commitment Termination Date or such earlier date upon which all sum of the Commitments shall have been terminated in accordance with Section 2.6, the Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans Exposure of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11Section, on and after the Commitment Termination Expiration Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment AmountAmount pursuant to Sections 2.5(a) or 2.5(b)(ii), the Borrower shall pay the Facility Fee accrued on the amount of such reduction through the date of such reduction. The Facility Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

Facility Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a fee (the “Facility Fee”) during the period commencing on the Effective Date and ending on the Expiration Date, payable quarterly in arrears on the last day of each March, June, September and December of each year, commencing on the last day of the calendar quarter during which the Facility Fee shall commence to accrue, and on the Expiration Date, at a rate per annum equal to the Applicable Margin of (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been terminated in accordance with Section 2.6, the Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued on the amount of such reduction through the date of such reduction. The Facility Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.. CHAR1\1889946v5

Facility Fees. The Borrower agrees to pay to the Administrative Agent for the pro rata account of each Lender a fee (the “Facility Fee”) during the period commencing on the Effective Date and ending on the Expiration Date, payable quarterly in arrears on the last day of each March, June, September and December of each the year, commencing on the last day of the calendar quarter during which the Facility Fee shall commence to accrue, and on the Expiration Date, at a rate per annum equal to the Applicable Margin of (a) prior to the Commitment Termination Date or such earlier date upon which all of the Commitments shall have been terminated in accordance with Section 2.6, the Commitment Amount of such Lender (whether used or unused), and (b) thereafter, the sum of (i) the outstanding principal balance of all Revolving Credit Loans of such Lender, (ii) such Lender’s Swing Line Exposure and (iii) such Lender’s Letter of Credit Exposure. Notwithstanding anything to the contrary contained in this Section 3.11, on and after the Commitment Termination Date, the Facility Fee shall be payable upon demand. In addition, upon each reduction of the Aggregate Commitment Amount, the Borrower shall pay the Facility Fee accrued on the amount of such reduction through to the date of such reduction. The Facility Fee shall be computed on the basis of a 360-day 360‑day year for the actual number of days elapsed.