Common use of Facility Fee Clause in Contracts

Facility Fee. For the period from the Effective Date to and including the Termination Date, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders in accordance with their Revolver Percentages a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate per annum equal to the applicable Facility Fee in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable in arrears on June 30, 2016, on the last day of each calendar quarter thereafter and on the Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date of such termination shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate shall be payable on demand. (b)

Facility Fee. For the period from the Effective Date to and including the Termination Date, the The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders each Lender in accordance with their Revolver Percentages its Applicable Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the average daily Outstanding Amount of all Revolving Credit CommitmentsLoans and Swing Line Loans), regardless of usage, at a rate per annum equal subject to the applicable Facility Fee adjustment as provided in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Section 2.14. The Facility Fee shall continue to accrue on at all times during the daily amount Extended Availability Period (and thereafter so long as any Revolving Loans or Swing Line Loans remain outstanding), including at any time during which one or more of such Lender’s outstanding Revolving Loansthe conditions in Article IV is not met, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30the last Business Day of each March, 2016June, September and December, commencing with the first such date to occur after the Closing Date, and, in the case of Original Commitments, on the last day of each calendar quarter thereafter and Original Availability Period (and, with respect to the Original Commitments, after the last day of the Original Availability Period on demand) and, in the case of Extended Commitments, on the Termination Datelast day of the Extended Availability Period (and, unless with respect to the Revolving Credit Commitments are terminated in whole Extended Commitments, after the last day of the Extended Availability Period on an earlier date, in which event the fee for the period to but not including the date of such termination demand). The Facility Fee shall be paid calculated quarterly in whole on arrears, and if there is any change in the date of such termination; provided that Applicable Rate during any Facility Fee accruing after quarter, the date the Revolving Credit Commitments terminate actual daily amount shall be payable on demand. (b)computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. For the period from the Effective Date to and including the Termination Date, the Borrower The Company shall pay to the Administrative Agent for the ratable account of the Lenders each Revolving Credit Lender in accordance with their Revolver Percentages its Applicable Revolving Credit Percentage (subject to Section 2.18 with respect to any Defaulting Lender), a facility fee in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the “Facility Fee”) Aggregate Revolving Credit Commitments have terminated, on the average daily Outstanding Amount of all Revolving Credit CommitmentsLoans, L/C Obligations and Swing Line Loans), regardless of usage, . The facility fee shall accrue at a rate per annum equal to all times during the applicable Facility Fee in the definition of Applicable Margin; provided that if Revolving Credit Availability Period (and thereafter so long as any Lender continues to have outstanding Revolving Credit Loans, Swingline Loans or L/C Obligations (or Swing Line Loans remain outstanding), including participations therein) after its Revolving Credit Commitment terminates, then at any time during which one or more of the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein)conditions in Article IV is not met. Accrued Facility Fees The facility fee shall be due and payable quarterly in arrears on June 30, 2016, on the last day Business Day of each calendar quarter thereafter March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Termination DateMaturity Date (and, unless the Revolving Credit Commitments are terminated in whole if applicable, thereafter on an earlier date, in demand). On each such payment date all facility fees which event the fee for the period have accrued to but not including the excluding any such payment date of such termination shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate due and payable. The facility fee shall be payable on demand. (b)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. For each day prior to the period from termination of this Agreement and the Effective Date to and including payment in full of the Termination DateTotal Revolving Credit Outstandings, the Borrower Borrowers shall pay to the Administrative Agent for the ratable account of each Revolving Credit Lender (other than Defaulting Lenders to the Lenders extent set forth in Section 2.16(a)(iii)) in accordance with their Revolver Percentages its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has terminated, on the average actual daily Total Revolving Credit CommitmentsOutstandings), regardless of usage, at a rate per annum equal subject to the applicable Facility Fee adjustment as provided in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Section 2.16. The Facility Fee shall continue to accrue on at all times during the daily amount Availability Period (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0)), including at any time during which one or more of such Lender’s outstanding Revolving Loansthe conditions in Article IV is not met, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30, 2016, on the last day Business Day of each calendar quarter thereafter March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Termination Date, unless Maturity Date in respect of the Revolving Credit Commitments are terminated in whole Facility (and, if applicable, thereafter on an earlier date, in which event the fee for the period to but not including the date of such termination demand). The Facility Fee shall be paid calculated quarterly in whole on the date of such termination; provided that arrears, and if there is any Facility Fee accruing after the date change in the Revolving Credit Commitments terminate Facility Applicable Rate for Facility Fees set forth in the definition of “Applicable Rate” during any quarter, the actual daily amount shall be payable on demand. (b)computed and multiplied by the applicable Revolving Credit Facility Applicable Rate for Facility Fees separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees was in effect.

Facility Fee. For the period from the Effective Date to and including the Termination Date, the The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders each Lender in accordance with their Revolver Percentages its Pro Rata Share, a facility fee (equal to the “Facility Fee”) on Applicable Rate multiplied by the average actual daily Revolving Credit amount of the Commitments, regardless of usage, subject to adjustment as provided in Section 2.16. The facility fee for each Lender shall accrue at a rate per annum equal to all times from the applicable Facility Fee in Closing Date (or such later date as such Lender becomes party hereto, as applicable) until the definition of Applicable Margin; Maturity Date for such Lender provided that that, if any such Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations any Credit Extensions (including participations thereinTerm Loans) outstanding after its Revolving Credit Commitment terminates, then the such Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations Credit Extensions (including participations thereinTerm Loans), from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any outstanding Credit Extensions (including Term Loans). Accrued The Facility Fees Fee shall be due and payable quarterly in arrears on June 30, 2016, on the last day Business Day of each calendar quarter thereafter March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the Maturity Date for such Lender. The facility fee for the period to but not including the date of such termination shall be paid calculated quarterly in whole on arrears, and if there is any change in the date of such termination; provided that Applicable Rate during any Facility Fee accruing after quarter, the date the Revolving Credit Commitments terminate actual daily amount shall be payable on demandcomputed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. (b)The facility fee shall accrue at all times, including at any time during which one or more of the conditions in Article IV is not met.

Facility Fee. For the period from the Effective Date The Lessor agrees to and including the Termination Date, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders in accordance with their Revolver Percentages and the Holders a facility fee (the “"Facility Fee”") computed at a rate per annum equal to Applicable Percentage for the Facility Fee multiplied times the sum of (x) the aggregate Commitments (whether used or unused) and (y) the aggregate Holder Commitments (whether used or unused); provided, however, the Lessor shall -------- ------- pay such amounts described in this Section 9.4 only if funds are made available by the Lenders and the Holders in an amount sufficient to allow such payment and without regard to whether such amounts are referenced in any Requisition. Notwithstanding the foregoing, the Lessee agrees to pay or cause to be paid any amounts referenced in the immediately preceding sentence to the extent such amounts are due and payable or are outstanding after the earlier of the last Completion Date for all Properties or the Construction Period Termination Date. Such Facility Fee shall be calculated on the average daily Revolving Credit Commitmentsbasis of 360-day year from the actual days elapsed and shall be payable quarterly in arrears on each Facility Fee Payment Date. If all or a portion of any such Facility Fee shall not be paid when due, regardless of usagesuch overdue amount shall bear interest, payable on demand, at a rate per annum equal to the applicable Facility Fee in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations ABR plus three percent (including participations therein3%) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable in arrears on June 30, 2016, on the last day of each calendar quarter thereafter and on the Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including from the date of such termination shall be non- payment until such amount is paid in whole on the date of such termination; provided that any Facility Fee accruing full (after the date the Revolving Credit Commitments terminate shall be payable on demand. (bas well as before judgment).

Facility Fee. For the period from the Effective Date The Seller agrees to and including the Termination Date, the Borrower shall pay to the Administrative Agent (for Pro Rata distribution to the ratable account of the Lenders in accordance with their Revolver Percentages Buyers) a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate in an amount equal to 0.125% per annum equal of the Maximum Aggregate Commitment, for each period from the first calendar day of each month (or, for the month containing the Effective Date, the Effective Date) to (or through) the applicable last calendar day of such month (or, for the month containing the Termination Date, the Termination Date). The Facility Fee in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable in arrears on June 30, 2016, on the last 10th day of each calendar quarter thereafter month; provided that it shall not be an Event of Default if the Borrower has, at all times on such day and until payment of the Facility Fee, funds on deposit with the Termination DateAdministrative Agent in an amount sufficient to pay the Facility Fee and the Agent fails to draft the account for payment of the Facility Fee, unless and if funds in the Revolving Credit Commitments Operating Account are terminated insufficient to pay the Price Differential then due, the Seller shall pay the amount of such deficiency by wire to the address in whole Section 3.5. The Facility Fee shall be calculated on a 360-day per year basis. If the Maximum Aggregate Commitment shall be increased or decreased from time to time either pursuant to a provision of this Agreement or by separate agreement between the Buyers and the Seller (excluding, however, any change occurring as a result of or following the occurrence of a Default or an earlier dateEvent of Default, in respect of which event no adjustment of the fee for Facility Fee shall be required), the period to but not including amount of the Facility Fee shall be adjusted as of the date of such termination change. The Facility Fee is compensation to the Buyers for committing to make funds available for revolving purchases of Eligible Loans on the terms and subject to the conditions of this Agreement, and is not compensation for the use or forbearance or detention of money. Each calculation by the Administrative Agent of the amount of the Facility Fee shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate shall be payable on demand. (b)conclusive and binding absent manifest error.

Facility Fee. For the period from the Effective Date to and including the Termination Date, the Borrower The Borrowers shall pay to the Administrative Agent for the ratable account of the Lenders each Revolving Credit Lender in accordance with their Revolver Percentages its Pro Rata Share, a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate per annum in Dollars equal to the applicable Facility Fee in Applicable Margin times the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the actual daily amount of such Lender’s outstanding the Aggregate Revolving Credit Commitments (or, if the Aggregate Revolving Credit Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swingline Swing Line Loans and L/C Obligations), regardless of usage. The facility fee shall accrue at all times from the date hereof until the date on which the Aggregate Revolving Credit Commitments have terminated, the Outstanding Amounts on all Committed Loans and Swing Line Loans have been paid and the Outstanding Amounts on all L/C Obligations have been paid or Cash Collateralized (the "TERMINATION DATE"), including participations therein). Accrued Facility Fees at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on June 30, 2016, on the last day first Business Day after the end of each calendar quarter thereafter March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the . The facility fee for the period to but not including the date of such termination shall be paid calculated quarterly in whole on arrears, and if there is any change in the date of such termination; provided that Applicable Margin during any Facility Fee accruing after quarter, the date the Revolving Credit Commitments terminate actual daily amount shall be payable on demand. (b)computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect.

Facility Fee. For the period from the Effective Date to and including the Termination Date, the Borrower The Company shall pay to the Administrative Agent for the ratable account of the Lenders each Lender, in accordance with their Revolver Percentages its Applicable Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate for the Facility Fee times the actual daily amount of the Interim Availability (or, if the Aggregate Commitments have terminated, on the average daily Revolving Credit CommitmentsOutstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17; provided, that at a rate per annum all times on and after the Full Availability Closing Date, the Facility Fee shall be an amount equal to the applicable Applicable Rate for the Facility Fee in times the definition actual daily amount of Applicable Margin; provided that the Full Availability (or, if any Lender continues to the Aggregate Commitments have outstanding Revolving terminated, on the Outstanding Amount of all Committed Loans, Swingline Swing Line Loans and L/C Obligations). The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Committed Loans, Swing Line Loans or L/C Obligations (remain outstanding), including participations therein) after its Revolving Credit Commitment terminatesat any time during which one or more of the conditions in Article IV is not met, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30the last Business Day of each March, 2016June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of each calendar quarter the Availability Period (and, if applicable, thereafter and on the Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date of such termination demand). The Facility Fee shall be paid calculated quarterly in whole on arrears, and if there is any change in the date of such termination; provided that Applicable Rate during any Facility Fee accruing after quarter, the date the Revolving Credit Commitments terminate actual daily amount shall be payable on demand. (b)computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. For the period from the Effective Date to and including the Termination DateOpCo, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders in accordance with their Revolver Percentages Borrowers, agrees to pay or cause to be paid to the Agent for account of each Lender a facility fee per annum Facility Fee (the “Facility Fee”) on the daily average daily Revolving Credit Commitmentsamount of such Lender's Commitment, regardless for the period from and including the Agreement Effective Date (or such later date as such Lender incurs a Commitment hereunder) to but not including the later of usagethe date such Lender's Commitment is terminated and the repayment of the Loans in full, at a rate per annum equal to the applicable Facility Fee in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on Rate multiplied by the daily average amount of such Lender’s outstanding Revolving LoansCommitment for such period; provided that, Swingline Loans for any period during which a Lender is a Defaulting Lender, such Defaulting Lender shall not be entitled to receive any Facility Fee (and L/C Obligations (including participations thereinOpCo shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). Accrued The Facility Fees Fee shall be due and payable to the Agent for account of each Lender (a) quarterly in arrears on June 30, 2016, on the last day of each calendar quarter thereafter March, June, September and December, commencing on September 30, 2014, and (b) on the Termination Date, unless earlier of (i) the Revolving Credit date the Commitments are terminated in whole on an earlier date, in which event full and (ii) the fee for Loan Maturity Date of the period to but not including the date of such termination shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate shall be payable on demand. (b)applicable Lender.

Facility Fee. For the period from the Effective Date Subject to and including the Termination DateSection 4.15(f), the U.S. Borrower shall pay to the Administrative Agent Agent, for the ratable account of the Lenders in accordance with their Revolver Percentages each Lender, a facility fee (the “Facility Fee”) ), which shall accrue at the Applicable Margin on the average daily amount of the Revolving Credit Commitments, regardless Commitment of usage, at a rate per annum equal such Lender (whether used or unused) during the period from and including the date hereof to but excluding the applicable Facility Fee in date on which the definition of Applicable MarginRevolving Credit Commitment terminates; provided that that, if any Revolving Credit Loans of a Lender continues to have outstanding Revolving Loans, Swingline Loans or any L/C Obligations (including participations therein) remain outstanding after its such Lender’s Revolving Credit Commitment terminates, then the such Facility Fee shall continue to accrue on the daily principal amount of such Lender’s outstanding Revolving Loans, Swingline Loans and such Lender’s Revolving Credit Commitment Percentage of outstanding L/C Obligations (from and including participations therein)the date on which its Revolving Credit Commitment terminates to but excluding the date on which such Lender’s Loans have been paid in full and no such L/C Obligations are outstanding. Accrued Facility Fees shall be due and payable in arrears on June 30, 2016, on the last day Business Day of each calendar quarter thereafter of each year and on the Termination Date, unless date on which the Revolving Credit Commitments are terminated in whole terminate, commencing on an earlier date, in which event the fee for the period first such date to but not including occur after the date of such termination shall be paid in whole on the date of such terminationhereof; provided that any Facility Fee Fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand. (b).

Facility Fee. For the period from the Effective Date to and including the Termination Date, the Borrower The Borrowers shall pay to the Administrative Agent for the ratable account of the Lenders each Lender in accordance with their Revolver Percentages its Revolving Commitment Percentage, a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate per annum equal to the applicable Facility Fee Rate (set forth in the definition of the term “Applicable Margin; ”) of the Aggregate Revolving Commitments, subject to adjustments as provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the in Section 2.16. The Facility Fee shall continue to accrue on at all times during the daily amount Revolving Commitment Period, including at any time during which one or more of such Lender’s outstanding Revolving Loansthe conditions in Article III is not met, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30, 2016, on the last day Business Day of each calendar quarter thereafter March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date of such termination shall be paid in whole on the date of such termination; provided that (1) no Facility Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender except as otherwise provided in Section 2.16.1(c)(ii)and (2) any Facility Fee accruing after the date accrued with respect to the Revolving Credit Commitments terminate Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be payable on demanda Defaulting Lender. (b)The Facility Fee is not refundable or proratable.

Facility Fee. For the period from the Effective Date to and including the Termination Date, the Borrower The Company shall pay to the Administrative Agent for the ratable account of the Lenders each Lender in accordance with their Revolver Percentages its Pro Rata Share, a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate per annum equal to the applicable Facility Fee in Applicable Rate, expressed on a daily basis, times the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the actual daily amount of such Lender’s outstanding Revolving LoansCredit-Linked Deposit. The Facility Fee shall accrue effective as of the Closing Date and shall be calculated quarterly in arrears by the Administrative Agent. If there is any change in the Applicable Rate during any quarter, Swingline Loans the actual daily Credit-Linked Deposit amount shall be computed and L/C Obligations (including participations therein)multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Accrued The Facility Fees Fee shall be due and payable quarterly in arrears on June 30, 2016, on the last day first Business Day following the end of each calendar quarter thereafter Interest Period relating to the Credit-Linked Deposits, commencing with the first such date to occur after the Closing Date, and on the Termination Maturity Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date; provided that, in which event connection with any reduction of the fee Total Credit-Linked Deposit under Section 2.03, the accrued Facility Fee calculated for the period to but not including the ending on such date of such termination shall also be paid in whole on the date of such termination; provided that any reduction, and the following quarterly payment shall be calculated on the basis of the period from such reduction date to such quarterly payment date. The Facility Fee accruing after shall accrue at all times, including at any time during which one or more of the date the Revolving Credit Commitments terminate shall be payable on demand. (b)conditions in Article IV is not met.

Facility Fee. For the period from the Effective Date to and including the Termination Date, the Borrower The Borrowers shall pay to the Administrative Agent for the ratable account of the Lenders each Lender in accordance with their Revolver Percentages its Revolving Commitment Percentage, a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate per annum equal to the applicable Facility Fee Rate (set forth in the definition of the term “Applicable Margin; ”) of the Aggregate Revolving Commitments, subject to adjustments as provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the in Section 2.16. The Facility Fee shall continue to accrue on at all times during the daily amount Revolving Commitment Period, including at any time during which one or more of such Lender’s outstanding Revolving Loansthe conditions in Article III is not met, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30, 2016, on the last day Business Day of each calendar quarter thereafter March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date of such termination shall be paid in whole on the date of such termination; provided that (1) no Facility Fee shall accrue on any of the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender except as otherwise provided in Section 2.16.1(c)(ii)and (2) any Facility Fee accruing after the date accrued with respect to the Revolving Credit Commitments terminate Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be payable on demanda Defaulting Lender. (b)The Facility Fee is not refundable or proratable.

Facility Fee. For Borrower shall, for each day during the period from term of this Agreement (i) on which there exists any Revolving Credit Exposure and (ii) that the Effective Date Applicable Rate is determined pursuant to and including clause (b) of the Termination Datedefinition of Applicable Rate, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with their Revolver Percentages such Lender’s Applicable Revolving Credit Percentage thereof), a facility fee equal to the Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the “Revolving Credit Facility Fee”) terminated, on the average actual daily Outstanding Amount of all Revolving Credit CommitmentsLoans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.17. The facility fee shall accrue at a rate per annum equal to all times during the applicable Availability Period in respect of the Revolving Credit Facility Fee in the definition of Applicable Margin; provided that if (and thereafter so long as any Lender continues to have outstanding Revolving Credit Loans, Swingline Swing Line Loans or L/C Obligations (remain outstanding), including participations therein) after its Revolving Credit Commitment terminatesat any time during which one or more of the conditions in Article V is not met, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30the fifth day of each January, 2016April, July and October (or the next succeeding Business Day if such day is not a Business Day), and on the last day of each calendar quarter thereafter and on the Termination Date, unless Availability Period in respect of the Revolving Credit Commitments are terminated in whole Facility (and, if applicable, thereafter on an earlier date, in which event the demand). The facility fee for the period to but not including the date of such termination shall be paid calculated quarterly in whole on arrears, and if there is any change in the date of such termination; provided that Applicable Rate during any Facility Fee accruing after quarter, the date the Revolving Credit Commitments terminate actual daily amount shall be payable on demand. (b)computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. For the period from the Effective Date to and including the Termination Date, the The Borrower shall pay to the Administrative Paying Agent for the ratable account of the Lenders each Lender in accordance with their Revolver Percentages its Pro Rata Share, a facility fee (the “Facility Fee”) equal to, the Applicable Rate times the Aggregate Commitments (or, if the Aggregate Commitments have been terminated, on the average daily Revolving Credit Commitments, regardless Outstanding Amount of usage, at a rate per annum equal to the applicable Facility Fee in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline all Loans and L/C Obligations (Obligations); provided, however, that any Facility Fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Facility Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Facility Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Facility Fee shall accrue at all times from the Closing Date through the Maturity Date, including participations therein). Accrued Facility Fees at any time during which one or more of the conditions in Article V is not met, and shall be due and payable in arrears on June 30, 2016, on the last day Business Day of each calendar quarter thereafter March, June, September and December, and on the Termination Maturity Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date of such termination . The Facility Fee shall be paid calculated quarterly in whole on arrears, and if there is any change in the date of such termination; provided that Applicable Rate during any Facility Fee accruing after quarter, the date the Revolving Credit Commitments terminate actual daily amount shall be payable on demand. (b)computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. For the period from the Effective Date XL Capital agrees to and including the Termination Date, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders in accordance with their Revolver Percentages Lender a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, which shall accrue at a rate per annum equal to the applicable Applicable Facility Fee in Rate, (i) prior to the definition termination of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loansthe Lender's Commitment, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans Commitment (whether used or unused) during the period from and L/C Obligations including the Effective Date to but excluding the earlier of the date on which such Commitment terminates and the Commitment Termination Date and (including participations therein). Accrued Facility Fees shall be due and payable in arrears on June 30, 2016ii) if the Lender continues to have any Credit Exposure after its Commitment terminates, on the last day daily amount of each calendar quarter thereafter the Lender's Credit Exposure from and on the Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date of such termination on which the Lender's Commitment terminates to but excluding the date on which the Lender ceases to have any Credit Exposure. Accrued facility fees shall be paid payable on each Quarterly Date and on (i) in whole on the date event the Term-Out Option has not been exercised, the earlier of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate Commitment terminates and the Commitment Termination Date or (ii) in the event the Term-Out Option has been exercised and is in effect, on the Maturity Date; PROVIDED that any facility fees accruing after such earlier date or the Maturity Date, as the case may be, shall be payable on demand. (b).

Facility Fee. For the period from the Effective Date to and including the Termination Date, the The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders each Lender in accordance with their Revolver Percentages its Applicable Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the average daily Revolving Credit CommitmentsOutstanding Amount of all Committed Loans and L/C Obligations), regardless of usage, at a rate per annum equal subject to the applicable adjustment as provided in Section 2.16. The Facility Fee in shall accrue at all times during the definition of Applicable Margin; provided that if Availability Period applicable to such Lender (and thereafter so long as any Lender continues to have outstanding Revolving Loans, Swingline Committed Loans or L/C Obligations (remain outstanding), including participations therein) after its Revolving Credit Commitment terminatesat any time during which one or more of the conditions in Article IV is not met, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30the last Business Day of each March, 2016June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of each calendar quarter the Availability Period applicable to such Lender (and, if applicable, thereafter and on demand); provided, that (A) except to the extent of the Outstanding Committed Loans funded by such Defaulting Lender, no Facility Fee shall accrue on the Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date Commitment of a Defaulting Lender so long as such termination Lender shall be paid in whole on the date of such termination; provided that a Defaulting Lender and (B) any Facility Fee accruing after that would have otherwise accrued with respect to the date Commitment of a Defaulting Lender but for the Revolving Credit Commitments terminate application of clause (A) above shall not be payable by the Borrower so long as such Lender shall be payable on demanda Defaulting Lender. (b)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. For the period from the Effective Date The Co-Obligors jointly and severally agree to and including the Termination Date, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders each Lender in accordance with their Revolver Percentages its Pro Rata Share, a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate per annum in Dollars equal to the applicable Facility Fee in Applicable Rate, expressed on a daily basis, times the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the actual daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans Credit-Linked Deposit. Upon the occurrence and L/C Obligations (including participations therein)during 5 Year Series A Letter of Credit and Term Loan Agreement the continuation of an Event of Default the Applicable Rate then in effect for the purposes of determining the Facility Fee shall be increased by adding the Default Rate to the Applicable Rate. Accrued The Facility Fees Fee shall accrue effective as of the Closing Date and shall be calculated quarterly in arrears by the Administrative Agent. The Facility Fee shall be due and payable quarterly in arrears on June 30, 2016, on the last day first Business Day following the end of each calendar quarter thereafter Interest Period relating to the Credit-Linked Deposits, commencing with the first such date to occur after the Closing Date, and on the Termination Maturity Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date; provided that, in which event connection with any reduction of the fee Total Credit-Linked Deposit under Section 2.03, the accrued Facility Fee calculated for the period to but not including the ending on such date of such termination shall also be paid in whole on the date of such termination; provided that any reduction, and the following quarterly payment shall be calculated on the basis of the period from such reduction date to such quarterly payment date. The Facility Fee accruing after shall accrue at all times, including at any time during which one or more of the date the Revolving Credit Commitments terminate conditions in Article IV shall not be payable on demand. (b)met.

Facility Fee. For the period from the Effective Date The Seller agrees to and including the Termination Date, the Borrower shall pay to the Administrative Agent (for Pro Rata distribution to the ratable account of the Lenders in accordance with their Revolver Percentages Buyers) a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate in an amount equal to 0.10% per annum equal of the Maximum Aggregate Commitment, for each period from the first calendar day of each month (or, for the month containing the Effective Date, the Effective Date) to (or through) the applicable last calendar day of such month (or, for the month containing the Termination Date, the Termination Date). The Facility Fee in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable in arrears on June 30, 2016, on the last 10th day of each calendar quarter thereafter month; provided that it shall not be an Event of Default if the Seller has, at all times on such day and until payment of the Facility Fee, funds on deposit with the Termination DateAdministrative Agent in an amount sufficient to pay the Facility Fee and the Agent fails to draft the account for payment of the Facility Fee, unless and if funds in the Revolving Credit Commitments Operating Account are terminated insufficient to pay the Price Differential then due, the Seller shall pay the amount of such deficiency by wire to the address in whole Section 3.5. The Facility Fee shall be calculated on a 360-day per year basis. If the Maximum Aggregate Commitment shall be increased or decreased from time to time either pursuant to a provision of this Agreement or by separate agreement between the Buyers and the Seller (excluding, however, any change occurring as a result of or following the occurrence of a Default or an earlier dateEvent of Default, in respect of which event no adjustment of the fee for Facility Fee shall be required), the period to but not including amount of the Facility Fee shall be adjusted as of the date of such termination change. The Facility Fee is compensation to the Buyers for committing to make funds available for revolving purchases of Eligible Loans on the terms and subject to the conditions of this Agreement, and is not compensation for the use or forbearance or detention of money. Each calculation by the Administrative Agent of the amount of the Facility Fee shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate shall be payable on demand. (b)conclusive and binding absent manifest error.

Facility Fee. For the period from the Effective Date to and including the Termination Date, the Borrower The Company shall pay to the Administrative Administrative' Agent for the ratable account of the Lenders each Lender in accordance with their Revolver Percentages its Pro Rata Share, a facility fee (the “Facility Fee”) on the average later of the fifth Business Day following the end of each calendar quarter or the fifth Business Day after the Company has received from the Administrative Agent a notice setting forth the amount of such fee, which shall be equal to the Applicable Rate times the actual daily Revolving Credit Commitmentsamount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans), regardless of usage, . The facility fee shall accrue at a rate per annum equal all times from the Closing Date to the applicable Facility Fee Revolving Loan Maturity Date or, if the Term Loans are made, the Term Loan Maturity Date (and thereafter so long as any Committed Loans remain outstanding), including at any time during which one or more of the conditions in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving LoansArticle IV are not met, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30, 2016, on each date specified above following the last day end of each calendar quarter thereafter and on quarter, commencing with the Termination first such date to occur after the Closing Date, unless through the Revolving Credit Commitments are terminated in whole Applicable Maturity Date (and, if applicable, thereafter on an earlier date, in which event the demand). The facility fee for the period to but not including the date of such termination shall be paid calculated quarterly in whole on arrears, and if there is any change in the date of such termination; provided that Applicable Rate during any Facility Fee accruing after quarter, the date the Revolving Credit Commitments terminate actual daily amount shall be payable on demand. (b)computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. For the period from the Effective Date to and including the Termination Date, the Borrower The Company shall pay to the Administrative Agent ------------ for the ratable account of the Lenders in accordance with their Revolver Percentages each Bank pro rata according to its Pro Rata Share a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate per annum equal to the applicable Facility Fee facility fee set forth in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving LoansAmount times the Aggregate Commitment, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue computed on a quarterly basis in arrears on the daily amount ----- last Business Day of each calendar quarter. If there is any change in the Applicable Amount during any quarter, the Aggregate Commitment shall be multiplied by the Applicable Amount separately for each period that such Lender’s outstanding Revolving Loans, Swingline Loans Applicable Amount was in effect during such quarter. Such facility fee shall accrue from the Closing Date to the Maturity Date and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30, 2016, on the last day Business Day of each calendar quarter thereafter and on the Termination Maturity Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date; provided that, in which event connection with any reduction or termination of Commitments pursuant to Section 2.8, the accrued facility fee ----------- calculated for the period to but not including the ending on such date of such termination shall also be paid in whole on the date of such reduction or termination; , with the next succeeding quarterly payment being calculated on the basis of the period from the reduction or termination date to such quarterly payment date. The facility fee provided that in this Section shall accrue at all times from the Closing Date, including at any Facility Fee accruing after the date the Revolving Credit Commitments terminate shall be payable on demandtime during which one or more conditions in Section 4 are not met. (b)---------

Facility Fee. For the period from the Effective Date XL Capital agrees to and including the Termination Date, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders in accordance with their Revolver Percentages Lender a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, which shall accrue at a rate per annum equal to the applicable Applicable Facility Fee in Rate, (i) prior to the definition termination of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loansthe Lender’s Commitment, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans Commitment (whether used or unused) during the period from and L/C Obligations including the Effective Date to but excluding the earlier of the date on which such Commitment terminates and the Commitment Termination Date and (including participations therein). Accrued Facility Fees shall be due and payable in arrears on June 30, 2016ii) if the Lender continues to have any Credit Exposure after its Commitment terminates, on the last day daily amount of each calendar quarter thereafter the Lender’s Credit Exposure from and on the Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date of such termination on which the Lender’s Commitment terminates to but excluding the date on which the Lender ceases to have any Credit Exposure. Accrued facility fees shall be paid payable on each Quarterly Date and on (i) in whole the event the Term-Out Option has not been exercised, the earlier of the date the Commitment terminates and the Commitment Termination Date or (ii) in the event the Term-Out Option has been exercised and is in effect, on the date of such terminationMaturity Date; provided that any Facility Fee facility fees accruing after such earlier date or the date Maturity Date, as the Revolving Credit Commitments terminate case may be, shall be payable on demand. (b).

Facility Fee. For The Borrowers jointly and severally agree to pay to the Lender a cash facility fee (the "Facility Fee") in an amount equal to one-fourth percent (1/4%) per annum of the Committed Sum for the period from the Effective Date to and including through the Termination Date, the Borrower shall pay to the Administrative Agent . The Facility Fee for the ratable account of period from the Lenders in accordance with their Revolver Percentages a facility fee (the “Facility Fee”) on the average daily Revolving Credit CommitmentsEffective Date through July 31, regardless of usage, at a rate per annum equal to the applicable Facility Fee in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees 2004 shall be due and payable in arrears on June 30, 2016, advance on the last Effective Date, and the Facility Fee for each succeeding period of three (3) months (or less) until the Maturity Date shall be due and payable in advance on the fifteenth (15th) day of the first calendar month in each calendar quarter thereafter such period, commencing August 15, 2004. If the Committed Sum shall be increased or decreased from time to time either pursuant to a provision of this Agreement or by separate agreement among the Borrowers and the Lender (excluding, however, any change occurring as a result of or following the occurrence of a Default or an Event of Default, in respect of which no adjustment of the Facility Fee shall be required except if and to the extent required by the provisions of Section 16.3), the amount of the Facility Fee paid in advance for the three-month period in which the effective date of the amendment producing such increase or decrease occurs shall be adjusted for the unexpired portion of that three-month period by, respectively, a cash payment by the Borrowers to the Lender or a cash refund by the Lender to the Borrowers, and the amounts of payments of the Facility Fee subsequently due shall likewise be proportionately adjusted based on the Termination Datenew Aggregate Committed Sum. The Facility Fee is compensation to the Lender for committing to make funds available for revolving credit Advances on the terms and subject to the conditions of this Agreement, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee and is not compensation for the period use or forbearance or detention of money, although this Section (as well as every other Section of this Agreement) is subject to but not including the date provisions of such termination Section 16.3. Each calculation by the Lender of the amount of the Facility Fee shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate conclusive, absent manifest error. The Borrowers shall be payable jointly and severally liable to pay to the Lender on demand. (b)demand any deficiency in payment by the Borrowers of the Facility Fee.

Facility Fee. For the period from the Effective Date The Seller agrees to and including the Termination Date, the Borrower shall pay to the Administrative Agent (for Pro Rata distribution to the ratable account of the Lenders in accordance with their Revolver Percentages Buyers) a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate in an amount equal to 0.125% per annum equal of the Maximum Aggregate Commitment, for each period from the first calendar day of each month (or, for the month containing the Effective Date, the Effective Date) to (or through) the applicable last calendar day of such month (or, for the month containing the Termination Date, the Termination Date). The Facility Fee in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable in arrears on June 30, 2016, on the last 10th day of each calendar quarter thereafter month; provided that it shall not be an Event of Default if the Seller has, at all times on such day and until payment of the Facility Fee, funds on deposit with the Termination DateAdministrative Agent in an amount sufficient to pay the Facility Fee and the Agent fails to draft the account for payment of the Facility Fee, unless and if funds in the Revolving Credit Commitments Operating Account are terminated insufficient to pay the Price Differential then due, the Seller shall pay the amount of such deficiency by wire to the address in whole Section 3.5. The Facility Fee shall be calculated on a 360-day per year basis. If the Maximum Aggregate Commitment shall be increased or decreased from time to time either pursuant to a provision of this Agreement or by separate agreement between the Buyers and the Seller (excluding, however, any change occurring as a result of or following the occurrence of a Default or an earlier dateEvent of Default, in respect of which event no adjustment of the fee for Facility Fee shall be required), the period to but not including amount of the Facility Fee shall be adjusted as of the date of such termination change. The Facility Fee is compensation to the Buyers for committing to make funds available for revolving purchases of Eligible Loans on the terms and subject to the conditions of this Agreement, and is not compensation for the use or forbearance or detention of money. Each calculation by the Administrative Agent of the amount of the Facility Fee shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate shall be payable on demand. (b)conclusive and binding absent manifest error.

Facility Fee. For the period from the Effective Date to and including the Termination Date, the The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders each Dollar Lender in accordance with their Revolver Percentages its Applicable Dollar Percentage, a facility fee equal to the Applicable Rate times the actual daily amount of the Dollar Tranche (or, if the “Facility Fee”) Dollar Tranche has terminated, on the average daily Revolving Credit CommitmentsOutstanding Amount of all Dollar Loans, Dollar Swing Line Loans and Dollar L/C Obligations), regardless of usage. The Borrower shall pay to the Administrative Agent for the account of each Multicurrency Lender in accordance with its Applicable Multicurrency Percentage, at a rate per annum facility fee equal to the applicable Facility Fee in Applicable Rate times the definition actual daily amount of Applicable Margin; provided that the Multicurrency Tranche (or, if any Lender continues to have outstanding Revolving the Multicurrency Tranche has terminated, on the Outstanding Amount of all Multicurrency Loans, Swingline Multicurrency Swing Line Loans and Multicurrency L/C Obligations), regardless of usage. The facility fee for each Revolving Credit Lender shall accrue at all times during the applicable Availability Period (and thereafter so long as any Revolving Credit Loan, Swing Line Loans or L/C Obligations (remain outstanding), including participations therein) after its Revolving Credit Commitment terminatesat any time during which one or more of the conditions in Article IV is not met, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable to such Revolving Credit Lender quarterly in arrears on June 30the last Business Day of each March, 2016June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of each calendar quarter the applicable Availability Period (and, if applicable, thereafter and on the Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the demand). The facility fee for the period to but not including the date of such termination shall be paid calculated quarterly in whole on arrears, and if there is any change in the date of such termination; provided that Applicable Rate during any Facility Fee accruing after quarter, the date the Revolving Credit Commitments terminate actual daily amount shall be payable on demand. (b)computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. For In consideration of the period from Revolving Credit Commitments of the Effective Date to and including the Termination DateRevolving Credit Lenders hereunder, the Borrower Parties shall pay to the Administrative Agent (for the ratable account benefit of the Lenders in accordance with their Revolver Percentages Revolving Credit Lenders) a facility fee equal to the Applicable Rate (based on a 365-day year) times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Aggregate Revolving Credit Commitments have terminated, on the Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations), regardless of usage (the “Facility Fee”) on ). The Facility Fee shall accrue at all times during the average daily Availability Period (and thereafter so long as any Revolving Credit Commitments, regardless of usage, at a rate per annum equal to the applicable Facility Fee in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Swing Line Loans or L/C Obligations (remain outstanding), including participations therein) after its Revolving Credit Commitment terminatesat any time during which one or more of the conditions in Article IV is not met, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30the first day of each calendar quarter, 2016commencing with the first such date to occur after the Closing Date, and on the last day of each calendar quarter the 56718230_5 Availability Period (and, if applicable, thereafter on demand). All Facility Fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. The Facility Fee shall commence to accrue on the Termination Closing Date. Notwithstanding the foregoing, unless each Lender that is a Defaulting Lender shall be entitled to receive fees payable under this Section 2.09(a) for any period during which such Lender is a Defaulting Lender only to the extent allocable to the sum of (i) the outstanding principal amount of the Revolving Credit Commitments are terminated in whole on an earlier dateLoans funded by it, in plus (ii) its Pro Rata Share of the stated amount of Letters of Credit for which event the fee for the period it has provided Cash Collateral pursuant to but not including the date of such termination shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate shall be payable on demand. (b)Section 2.16.

Facility Fee. For Borrower shall, for each day during the period from term of this Agreement (i) on which there exists any Revolving Credit Exposure and (ii) that the Effective Date Applicable Rate is determined pursuant to and including clause (b) of the Termination Datedefinition of Applicable Rate, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders each Revolving Credit Lender holding a Revolving Credit Commitment (in accordance with their Revolver Percentages such Lender’s Applicable Revolving Credit Percentage thereof), a facility fee equal to the Applicable Rate times the actual daily amount of the Revolving Credit Facility (or, if the “Revolving Credit Facility Fee”) terminated, on the average actual daily Outstanding Amount of all Revolving Credit CommitmentsLoans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.16. The facility fee shall accrue at a rate per annum equal all times during the Availability Period in respect of the Revolving Credit Facility and when the Applicable Rate is determined pursuant to the applicable Facility Fee in clause (b) of the definition of Applicable Margin; provided that if Rate (and thereafter so long as any Lender continues to have outstanding Revolving Loans, Swingline Credit Loans or L/C Obligations (remain outstanding), including participations therein) after its Revolving Credit Commitment terminatesat any time during which one or more of the conditions in Article V is not met, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30the fifth day of each January, 2016April, July and October (or the next succeeding Business Day if such day is not a Business Day), and on the last day of each calendar quarter thereafter and on the Termination Date, unless Availability Period in respect of the Revolving Credit Commitments are terminated in whole Facility (and, if applicable, thereafter on an earlier date, in which event the demand). The facility fee for the period to but not including the date of such termination shall be paid calculated quarterly in whole on arrears, and if there is any change in the date of such termination; provided that Applicable Rate during any Facility Fee accruing after quarter, the date the Revolving Credit Commitments terminate actual daily amount shall be payable on demand. (b)computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. For the period from the Effective Date The Co-Obligors jointly and severally agree to and including the Termination Date, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders each Lender in accordance with their Revolver Percentages its Pro Rata Share, a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate per annum in Dollars equal to the applicable Facility Fee in Applicable Rate, expressed on a daily basis, times the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the actual daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans Credit-Linked Deposit. Upon the occurrence and L/C Obligations (including participations therein)during 5 Year Series B Letter of Credit and Term Loan Agreement the continuation of an Event of Default the Applicable Rate then in effect for the purposes of determining the Facility Fee shall be increased by adding the Default Rate to the Applicable Rate. Accrued The Facility Fees Fee shall accrue effective as of the Closing Date and shall be calculated quarterly in arrears by the Administrative Agent. The Facility Fee shall be due and payable quarterly in arrears on June 30, 2016, on the last day first Business Day following the end of each calendar quarter thereafter Interest Period relating to the Credit-Linked Deposits, commencing with the first such date to occur after the Closing Date, and on the Termination Maturity Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date; provided that, in which event connection with any reduction of the fee Total Credit-Linked Deposit under Section 2.03, the accrued Facility Fee calculated for the period to but not including the ending on such date of such termination shall also be paid in whole on the date of such termination; provided that any reduction, and the following quarterly payment shall be calculated on the basis of the period from such reduction date to such quarterly payment date. The Facility Fee accruing after shall accrue at all times, including at any time during which one or more of the date the Revolving Credit Commitments terminate conditions in Article IV shall not be payable on demand. (b)met.

Facility Fee. For the period from the Effective Date to and including the Termination Date, the Borrower The Company shall pay to the Administrative Agent ------------ for the ratable account of the Lenders in accordance with their Revolver Percentages each Lender pro rata according to its Pro Rata Share a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate per annum equal to the applicable Facility Fee facility fee set forth in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving LoansAmount times the Aggregate Commitment, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue computed on a quarterly basis in arrears ----- on the daily amount last Business Day of each calendar quarter. If there is any change in the Applicable Amount during any quarter, the Aggregate Commitment shall be multiplied by the Applicable Amount separately for each period that such Lender’s outstanding Revolving Loans, Swingline Loans Applicable Amount was in effect during such quarter. Such facility fee shall accrue from the Closing Date to the Maturity Date and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30, 2016, on the last day Business Day of each calendar quarter thereafter and on the Termination Maturity Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date; provided that, in which event connection with any reduction or termination of Commitments pursuant to Section 2.8, the accrued facility fee ----------- calculated for the period to but not including the ending on such date of such termination shall also be paid in whole on the date of such reduction or termination; , with the next succeeding quarterly payment being calculated on the basis of the period from the reduction or termination date to such quarterly payment date. The facility fee provided that in this Section shall accrue at all times from the Closing Date, including at any Facility Fee accruing after the date the Revolving Credit Commitments terminate shall be payable on demandtime during which one or more conditions in Section 4 are not met. (b)---------

Facility Fee. For the period from the Effective Date to and including the Termination Date, the The Borrower shall pay to the Administrative Agent Agent, for the ratable account of the Lenders in accordance with (other than Defaulting Lenders as provided herein) based on their Revolver Percentages respective Revolving Loan Pro Rata Shares, a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments"FACILITY FEE"), regardless of usage, accruing at a rate per annum rate equal to the then applicable Facility Fee Percentage on the Revolving Loan Commitments of all Lenders (other than Defaulting Lenders only with respect to their unfunded Revolving Loan Commitments), such fee being payable quarterly, in arrears, commencing on August 1, 2003 and on the first day of each November, February, May and August thereafter, a prorated payment being payable upon any partial termination of the Revolving Loan Commitments, and with a final prorated payment being payable on the first to occur of termination of the Revolving Loan Commitments and the Termination Date. Each such payment shall be in the definition amount of Applicable Margin; provided the accrued and unpaid Facility Fee. Notwithstanding the foregoing, in the event that if any Lender continues fails to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after fund its Revolving Credit Loan Pro Rata Share of any Revolving Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, (A) such Lender shall not be entitled to any portion of the Facility Fee with respect to its unfunded Revolving Loan Commitment terminatesuntil such failure has been cured and (B) until such time, then the Facility Fee shall continue to accrue on only in favor of the daily amount Lenders which have funded their respective Revolving Loan Pro Rata Shares of such Lender’s outstanding Revolving Loans, Swingline Loans requested Loan and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable in arrears on June 30, 2016, on the last day of each calendar quarter thereafter and on the Termination Date, unless the allocated among such performing Lenders ratably based upon their relative Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date of such termination shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate shall be payable on demand. (b)Loan Commitments.

Facility Fee. For the period from the Effective Date to and including the Termination Date, the Borrower Borrowers shall pay to the Administrative Agent for the ratable account of the Lenders each Lender, in accordance with their Revolver Percentages its Commitment Percentage, a facility fee (the “"FACILITY FEE") equal to the Applicable Margin for Facility Fee”Fee (applied on a per diem basis) on times the average actual daily Revolving Credit Commitmentsamount of the Revolver Commitment, regardless of usageusage (or if the Revolver Commitment has been terminated, at a rate per annum equal to such Lender's Pro Rata Part calculated on the applicable Facility Fee in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Principal Debt). The Facility Fee shall continue to accrue on at all times from the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans Closing Date until the date the Principal Debt has been paid in full and L/C Obligations (including participations therein). Accrued Facility Fees the Revolver Commitment has been terminated and shall be due and payable in arrears on June 30, 2016, on the last day 10th Business Day of each calendar quarter thereafter January, April, July, and on October, commencing with the Termination first such date to occur after the Closing Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date of such termination shall be paid in whole and ending on the date of such termination; provided that any both the Principal Debt has been paid in full and the Revolver Commitment has been terminated for the amount accrued during the previous fiscal quarterly period. The Facility Fee accruing after the date the Revolving Credit Commitments terminate shall be payable calculated for the amount accrued during the previous fiscal quarterly period, in accordance with SECTION 5.1(f), and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin for Facility Fees (on demanda per diem basis) separately for each period during such quarter that such Applicable Margin was in effect. (b)The Facility Fee shall accrue at all times, including at any time during which one or more of the conditions in SECTION 7.2 is not met.

Facility Fee. For At any time that the period from Applicable Rate is determined based on the Effective Date to and including the Termination DateDebt Ratings Based Pricing Grid, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders each Lender in accordance with their Revolver Percentages its Revolving Commitment Percentage, a facility fee in Dollars equal to the facility fee as determined in the Debt Ratings Based Pricing Grid times the actual daily amount of the Aggregate Revolving Commitments (or, if the “Facility Fee”) Aggregate Revolving Commitments have terminated, on the average daily Outstanding Amount of all Revolving Credit CommitmentsLoans, 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 a rate per annum equal to all times during the applicable Facility Fee in the definition of Applicable Margin; provided that if Revolving Commitment Period (and thereafter so long as any Lender continues to have outstanding Revolving Loans, Swingline Swing Line Loans or L/C Obligations (remain outstanding), including participations therein) after its Revolving Credit Commitment terminatesat any time during which one or more of the conditions in Article IV is not met, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30the tenth (10th) day following the last day of each March, 2016June, September and December, commencing with the first such date to occur after the Applicable Rate is determined based on the Debt Ratings Based Pricing Grid, and on the last day of each calendar quarter thereafter and on the Termination Date, unless the Revolving Credit Commitments are terminated in whole Commitment Period (and, if applicable, thereafter on an earlier date, in which event the demand). The facility fee for the period to but not including the date of such termination shall be paid calculated quarterly in whole on arrears, and if there is any change in the date of such termination; provided that Applicable Rate during any Facility Fee accruing after quarter, the date the Revolving Credit Commitments terminate actual daily amount shall be payable on demand. (b)computed and multiplied by the facility fee as determined in the Debt Ratings Based Pricing Grid separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. For the period from the Effective Date to and including the Termination Date, the Borrower The Company shall pay to the Administrative Agent for the ratable account of the Lenders in accordance with their Revolver Percentages each Bank a facility fee (the “Facility Fee”) (x) prior to the Conversion Date, on the entire portion of such Bank’s Commitment (whether utilized or unutilized) and (y) from and after the Conversion Date, on the average daily Revolving Credit Commitmentsaggregate outstanding principal amount of all Loans, regardless computed on a quarterly basis in arrears on the last Business Day of usageeach calendar quarter, at a rate per annum equal to the applicable Applicable Facility Fee in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Rate. Such Facility Fee shall continue accrue from the Closing Date to accrue the date on which this Agreement is terminated and all of the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans Obligations hereunder have been paid in full and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30, 2016, on the last day Business Day of each calendar quarter thereafter commencing on September 30, 2004 through the date on which this Agreement is terminated and all of the Obligations hereunder have been paid in full and on the Conversion Date and the Converted Loan Termination Date, unless with the Revolving Credit Commitments are final payment to be made on the date on which this Agreement is terminated and all of the Obligations hereunder have been paid in whole on an earlier datefull; provided that, in which event connection with any reduction or termination of Commitments under Section 2.07, the fee accrued Facility Fee calculated for the period to but not including the ending on such date of such termination shall also be paid in whole on the date of such reduction or termination; , with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The Facility Fees provided that any Facility Fee accruing in this subsection shall accrue at all times after the date the Revolving Credit Commitments terminate shall be payable on demand. (b)above-mentioned commencement date, including at any time during which one or more conditions in Article IV are not met.

Facility Fee. For the period from the Effective Date to and including the Termination Date, the The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders each Lender in accordance with their Revolver Percentages its Applicable Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the average daily Revolving Credit CommitmentsOutstanding Amount of all Committed Loans and L/C Obligations), regardless of usage, at a rate per annum equal subject to the applicable adjustment as provided in Section 2.16. The Facility Fee in shall accrue at all times during the definition of Applicable Margin; provided that if Availability Period (and thereafter so long as any Lender continues to have outstanding Revolving Loans, Swingline Committed Loans or L/C Obligations (remain outstanding), including participations therein) after its Revolving Credit Commitment terminatesat any time during which one or more of the conditions in Article IV is not met, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30the last Business Day of each March, 2016June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of each calendar quarter the Availability Period (and, if applicable, thereafter and on demand); provided, that (A) no Facility Fee shall accrue on the Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date Commitment of a Defaulting Lender so long as such termination Lender shall be paid in whole on the date of such termination; provided that a Defaulting Lender and (B) any Facility Fee accruing after accrued with respect to the date Commitment of a Defaulting Lender during the Revolving Credit Commitments terminate period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be payable on demanda Defaulting Lender. (b)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. For the period from the Effective Date to and including the Termination Date, the Borrower The Borrowers shall pay to the Administrative Agent for the ratable account of the Lenders each Lender in accordance with their Revolver Percentages its Applicable Percentage, a facility fee equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the “Facility Fee”) Aggregate Commitments have terminated, on the average daily Revolving Credit CommitmentsOutstanding Amount of all Loans and L/C Obligations), regardless of usage, at a rate per annum equal to the applicable Facility Fee in the definition of Applicable Margin; provided that if Opco has exercised its option to Term-Out pursuant to Section 2.16, during the Term-Out period, the facility fee shall be equal the Applicable Rate times the actual daily amount of Total Outstandings; and provided, further, that the liability of a Subsidiary Borrower under this Section 2.09(a) shall not exceed an amount equal to such Subsidiary Borrower’s Proportionate Share of the total amount due pursuant to this Section 2.09(a). The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Lender continues to have outstanding Revolving Committed Loans, Swingline Swing Line Loans or L/C Obligations (remain outstanding), including participations therein) after its Revolving Credit Commitment terminatesat any time during which one or more of the conditions in Article IV is not met and during the Term-Out period, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loansif applicable, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30, 2016, on the last day Business Day of each calendar quarter thereafter March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Termination DateMaturity Date (and, unless the Revolving Credit Commitments are terminated in whole if applicable, thereafter on an earlier date, in which event the demand). The facility fee for the period to but not including the date of such termination shall be paid calculated quarterly in whole on arrears, and if there is any change in the date of such termination; provided that Applicable Rate during any Facility Fee accruing after quarter, the date the Revolving Credit Commitments terminate actual daily amount shall be payable on demand. (b)computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. For the period from the Effective Date The Borrower agrees to and including the Termination Date, the Borrower shall pay or cause to be paid to the Administrative Agent for the ratable account of the Lenders in accordance with their Revolver Percentages each Lender a facility fee per annum Facility Fee (the “Facility Fee”) on the daily average daily Revolving Credit Commitments, regardless of usage, at a rate per annum equal to the applicable Facility Fee in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving LoansCommitment, Swingline for the period from and including the Agreement Effective Date (or such later date as such Lender incurs a Commitment hereunder) to but not including the later of the date such Lender’s Commitment is terminated and the repayment of the Loans in full, equal to (a) if the aggregate Loans drawn under such Lender’s Commitment is equal to or more than 50% of such Lender’s Commitment, 0.25% multiplied by the daily average unused amount of such Lender’s Commitment for such period and L/C Obligations (including participations thereinb) if the aggregate Loans drawn under such Lender’s Commitment is less than 50% of such Lender’s Commitment, 0.50% multiplied by the daily average unused amount of such Lender’s Commitment for such period; provided that, for any period during which a Lender is a Defaulting Lender, such Defaulting Lender shall not be entitled to receive any Facility Fee (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). Accrued The Facility Fees Fee shall be due and payable to the Administrative Agent for account of each Lender (a) quarterly in arrears on June 30, 2016, on the last day of each calendar quarter thereafter March, June, September and December, commencing on March 31, 2022, and (b) on the Termination Date, unless earlier of (i) the Revolving Credit date the Commitments are terminated in whole on an earlier date, in which event full and (ii) the fee for Loan Maturity Date of the period to but not including the date of such termination shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate shall be payable on demand. (b)applicable Lender.

Facility Fee. For the period from the Effective Date The Borrower agrees to and including the Termination Date, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders in accordance with their Revolver Percentages each Lender a facility fee (fee, which shall accrue at the “Facility Fee”) Applicable Rate on the average daily Revolving Credit Commitments, regardless amount of usage, at a rate per annum equal the Commitment of such Lender (whether used or unused) during the period from and including the date hereof to but excluding the applicable Facility Fee later of the date such Commitment terminates and the date such Lender’s Loans shall have been paid in the definition of Applicable Marginfull; provided that that, if any such Lender continues to have outstanding any Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) Credit Exposure after its Revolving Credit Commitment terminates, then the Facility Fee such facility fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans Credit Exposure from and L/C Obligations (including participations therein)the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued Facility Fees facility fees shall be due and payable in arrears on June 30, 2016, on the last day of each calendar quarter thereafter Quarterly Credit Agreement Date and on the Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including later of the date the Commitments terminate and the date upon which the Loans of such termination all of the Lenders shall be have been paid in whole on the date of such termination; full, provided that (i) any Facility Fee facility fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand, and (ii) if any principal of any Loan is not paid when due, whether at stated maturity, upon acceleration or otherwise, the facility fee in respect of such principal shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (bincluding the first day but excluding the last day).

Facility Fee. For From and after the period from the Effective Date to and including the Termination Closing Date, the Borrower shall agrees to pay to the Administrative Agent for the ratable account benefit of the Lenders in accordance with their Revolver Percentages Lenders, a facility fee at a per annum rate equal to the Applicable Rate times the actual daily amount of the aggregate Commitment (the “Facility Fee”) on the average daily Revolving Credit Commitmentsas such amount may be reduced pursuant to Section 2.05 above), regardless of usage, at a rate per annum equal to or, if the applicable Facility Fee in the definition of Applicable Margin; provided that if any Lender continues to Aggregate Commitments have outstanding Revolving Loansterminated, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the daily outstanding amount of such Lender’s outstanding Revolving Loans, Swingline all Loans and L/C Obligations (including participations thereinthe “Facility Fee” and collectively, for all the Lenders, the “Facility Fees”). Accrued To the extent applicable, the Facility Fees Fee shall accrue at all times during the Availability Period (and thereafter so long as Obligations shall remain outstanding), including periods during which the conditions to Credit Extensions in Section 4.02 may not be met, and shall be due and payable quarterly in arrears on June 30, 2016, on the last day of each calendar quarter thereafter March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Termination DateMaturity Date (and, unless if applicable, thereafter on demand); provided, that, pursuant to Section 2.15(a)(iii), (i) no Facility Fee shall accrue on the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date Commitment of a Defaulting Lender so long as such termination Lender shall be paid in whole on the date of such termination; provided that a Defaulting Lender and (ii) any Facility Fee accruing after accrued with respect to the date Commitment of a Defaulting Lender during the Revolving Credit Commitments terminate period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by Borrower so long as such Lender shall be payable on demanda Defaulting Lender. (b)Administrative Agent shall distribute the Facility Fee to the Lenders pro rata in accordance with the respective Commitments of the Lenders.

Facility Fee. For the period from the Effective Date to and including the Termination Date, the The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders each Lender with a Revolving Commitment in accordance with their Revolver Percentages its Applicable Percentage, a facility fee equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Commitments (or, if the “Facility Fee”) Aggregate Revolving Commitments have terminated, on the average daily Total Revolving Credit CommitmentsOutstandings), regardless of usage, subject to adjustment as provided in Section 2.16. The facility fee shall accrue at a rate per annum equal to all times during the applicable Facility Fee in the definition of Applicable Margin; provided that if Availability Period (and thereafter so long as any Lender continues to have outstanding Revolving Loans, Swingline Swing Line Loans or L/C Obligations (remain outstanding), including participations therein) after its Revolving Credit Commitment terminatesat any time during which one or more of the conditions in Article IV is not met, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30the last Business Day of each March, 2016June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of each calendar quarter the Availability Period (and, if applicable, thereafter and on demand); provided, that no such facility fee shall accrue on the Termination Date, unless the unused Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date Commitment of a Defaulting Lender so long as such termination Lender shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate a Defaulting Lender. The facility fee shall be payable on demand. (b)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. For At all times following the period from first date on which the Effective Date to and including the Termination DateCompany has Investment Grade Status, the Borrower Company shall pay to the Administrative Agent with respect to each Tranche for the ratable account of the Lenders each Committed Loan Lender in such Tranche in accordance with their Revolver Percentages its Applicable Percentage for such Tranche, a facility fee equal to the Applicable Rate set forth in clause (b) of the “Facility Fee”) definition thereof times the aggregate Commitments for such Tranche (or, if the Aggregate Commitments have terminated, on the average daily Revolving Credit CommitmentsOutstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations in such Tranche), regardless of usage, subject to adjustment as provided in Section 2.18. The facility fee shall accrue at a rate per annum equal to all times during the applicable Facility Fee in the definition of Applicable Margin; provided that if Availability Period (and thereafter so long as any Lender continues to have outstanding Revolving Committed Loans, Swingline Swing Line Loans or L/C Obligations (remain outstanding in such Tranche), including participations therein) after its Revolving Credit Commitment terminatesat any time during which one or more of the conditions in Article IV is not met, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30the last Business Day of each March, 2016June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of each calendar quarter the Availability Period (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and on if there is any change in the Termination DateApplicable Rate (as set forth in clause (b) of the definition thereof) during any quarter, unless the Revolving Credit aggregate Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date of such termination relevant Tranche shall be paid multiplied by the Applicable Rate (as set forth in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate shall be payable on demand. clause (b)) of the definition thereof) separately for each period during such quarter that such Applicable Rate (as set forth in clause (b) of the definition thereof) was in effect.

Facility Fee. For From and after the period from the Effective Date to and including the Termination Closing Date, the Borrower shall agrees to pay to the Administrative Agent for the ratable account benefit of the Lenders (other than a Defaulting Lender which shall be dealt with as provided in accordance with their Revolver Percentages Section 2.14 hereof) a facility commitment fee (the “Facility Fee”) for each calendar quarter, prorated for partial quarters, in an amount equal to the amount denoted under the heading “Facility Fee” as set forth in the definition of “Applicable Percentage” herein multiplied by the actual daily amount of the Aggregate Revolving Commitments (or if the Aggregate Revolving Commitments shall have expired or been terminated, on the average daily Outstanding Amount of the Revolving Credit CommitmentsObligations), regardless of usage, at a rate per annum equal to the applicable . The Facility Fee shall accrue at all times during the Commitment Period (and thereafter so long as Revolving Obligations shall remain outstanding), including periods during which the conditions to Extensions of Credit in Section 4.02 may not be met, and shall be payable quarterly in arrears on the definition last Business Day of Applicable Margin; provided that each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Termination Date (and, if any Lender continues to have outstanding Revolving Loansapplicable, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then thereafter on demand). The Administrative Agent shall distribute the Facility Fee shall continue to accrue on the daily amount Lenders pro rata in accordance with the respective Revolving Commitments of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable in arrears on June 30, 2016, on the last day of each calendar quarter thereafter and on the Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date of such termination shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate shall be payable on demand. (b)Lenders.

Facility Fee. For each day prior to the period from termination of this Agreement and the Effective Date to and including payment in full of the Termination DateTotal Revolving Credit Outstandings, the Borrower Borrowers shall pay to the Administrative Agent for the ratable account of each Revolving Credit Lender (other than Defaulting Lenders to the Lenders extent set forth in Section 2.17(a)(iii)) in accordance with their Revolver Percentages its Applicable Revolving Credit Percentage, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the Revolving Credit Facility has terminated, on the average actual daily Total Revolving Credit CommitmentsOutstandings), regardless of usage, at a rate per annum equal subject to the applicable Facility Fee adjustment as provided in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Section 2.17. The Facility Fee shall continue to accrue on at all times during the daily amount Availability Period (and thereafter so long as Total Revolving Credit Outstandings is greater than zero (0)), including at any time during which one or more of such Lender’s outstanding Revolving Loansthe conditions in Article IV is not met, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30, 2016, on the last day Business Day of each calendar quarter thereafter March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Termination Date, unless Maturity Date in respect of the Revolving Credit Commitments are terminated in whole Facility (and, if applicable, thereafter on an earlier date, in which event the fee for the period to but not including the date of such termination demand). The Facility Fee shall be paid calculated quarterly in whole on the date of such termination; provided that arrears, and if there is any Facility Fee accruing after the date change in the Revolving Credit Commitments terminate Facility Applicable Rate for Facility Fees set forth in the definition of “Applicable Rate” during any quarter, the actual daily amount shall be payable on demand. (b)computed and multiplied by the applicable Revolving Credit Facility Applicable Rate for Facility Fees separately for each period during such quarter that such Revolving Credit Facility Applicable Rate for Facility Fees was in effect.

Facility Fee. For At any time that the period from Applicable Rate is determined based on the Effective Date to and including the Termination DateDebt Ratings Based Pricing Grid, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders each Revolving Lender in accordance with their Revolver Percentages its Revolving Commitment Percentage, a facility fee in Dollars equal to the facility fee as determined in the Debt Ratings Based Pricing Grid times the actual daily amount of the Aggregate Revolving Commitments (or, if the “Facility Fee”) Aggregate Revolving Commitments have terminated, on the average daily Outstanding Amount of all Revolving Credit CommitmentsLoans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The facility fee shall accrue at a rate per annum equal to all times during the applicable Facility Fee in the definition of Applicable Margin; provided that if Revolving Commitment Period (and thereafter so long as any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (remain outstanding), including participations therein) after its Revolving Credit Commitment terminatesat any time during which one or more of the conditions in Article IV is not met, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30the tenth (10th) day following the last day of each March, 2016June, September and December, commencing with the first such date to occur after the Applicable Rate is determined based on the Debt Ratings Based Pricing Grid, and on the last day of each calendar quarter thereafter and on the Termination Date, unless the Revolving Credit Commitments are terminated in whole Commitment Period (and, if applicable, thereafter on an earlier date, in which event the demand). The facility fee for the period to but not including the date of such termination shall be paid calculated quarterly in whole on arrears, and if there is any change in the date of such termination; provided that Applicable Rate during any Facility Fee accruing after quarter, the date the Revolving Credit Commitments terminate actual daily amount shall be payable on demand. (b)computed and multiplied by the facility fee as determined in the Debt Ratings Based Pricing Grid separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. For the period from the Effective Date Mondelēz International agrees to and including the Termination Date, the Borrower shall pay to the Administrative Agent Agent, in Dollars, for the ratable account of the Lenders in accordance with their Revolver Percentages each Lender a facility fee (the “Facility Fee”) ), which shall accrue at the Applicable Facility Fee Rate, on the average aggregate daily Revolving Credit Commitments, regardless amount of usage, at a rate per annum equal to the applicable Facility Fee in Commitment of such Lender (whether drawn or undrawn) from the definition of Applicable MarginEffective Date until the Termination Date; provided that that, if any Lender continues to have any Advances (other than Competitive Bid Advances) outstanding Revolving Loans, Swingline Loans or L/C Obligations after its Commitment terminates (including participations therein) after as a result of Mondelēz International exercising its Revolving Credit Commitment terminatesrights under Section 2.10(b)), then the Facility Fee shall continue to accrue accrue, at the Applicable Facility Fee Rate, on the daily amount of such Lender’s Advances (other than Competitive Bid Advances) outstanding Revolving Loans, Swingline Loans from and L/C Obligations (including participations therein)the date on which such Commitment terminates to but excluding the date on which such Lender ceases to have any such Advances outstanding. Accrued Facility Fees shall be due and payable in arrears on June 30the last Business Day of each March, 2016June, September and December of each year, commencing on the last day of each calendar quarter thereafter first such date to occur after the Effective Date and on the Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date of such termination shall be paid in whole on the date of such termination; provided that any Facility Fee Fees accruing on any Lender’s Advances (other than Competitive Bid Advances) outstanding after the date the Revolving Credit Commitments terminate its Commitment terminates (other than as a result of Mondelēz International exercising its rights under Section 2.10(b)) shall be payable on demand. All Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (bincluding the first day but excluding the last day).

Facility Fee. For Mxxxxxx-Xxxxxx International and the period from the Effective Date to Applicable Borrower shall be jointly and including the Termination Dateseverally liable for their ratable share, the Borrower and Mxxxxxx-Xxxxxx International shall pay to the Administrative Agent for the ratable account of the Lenders each Lender in accordance with their Revolver Percentages its Pro Rata Share, a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate per annum in Dollars equal to the applicable Facility Fee in Applicable Rate times the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the actual daily amount of such Lender’s outstanding the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Swingline Loans and L/C Obligations (without application of the Assumed Swingline Loan Amount)), regardless of usage. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Loans, Swingline Loans or L/C Obligations remain outstanding), including participations therein). Accrued Facility Fees 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 June 30, 2016, on the last fifth day after the end of each calendar quarter thereafter March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Termination DateMaturity Date (and, unless the Revolving Credit Commitments are terminated in whole if applicable, thereafter on an earlier demand). On each such payment date, in the amount of facility fee which event the fee for the period has accrued to but not including the excluding such payment date of such termination shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate due and payable. The facility fee shall be payable on demand. (b)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. For the period from the Effective Date to and including the Termination Date, the Borrower The Company shall pay to the Administrative Agent for ------------ the ratable account of the Lenders in accordance with their Revolver Percentages each Bank pro rata according to its Pro Rata Share a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate per annum equal to the applicable Facility Fee facility fee set forth in the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving LoansAmount times ----- the Aggregate Commitment, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue computed on a quarterly basis in arrears on the daily amount last Business Day of each calendar quarter. If there is any change in the Applicable Amount during any quarter, the Aggregate Commitment shall be multiplied by the Applicable Amount separately for each period that such Lender’s outstanding Revolving Loans, Swingline Loans Applicable Amount was in effect during such quarter. Such facility fee shall accrue from the Effective Date to the Maturity Date and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30, 2016, on the last day Business Day of each calendar quarter thereafter and on the Termination Maturity Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date; provided that, in which event connection with any reduction or termination of Commitments pursuant to Section 2.8, the accrued facility fee calculated for the period to but not including the ----------- ending on such date of such termination shall also be paid in whole on the date of such reduction or termination; , with the next succeeding quarterly payment being calculated on the basis of the period from the reduction or termination date to such quarterly payment date. The facility fee provided that any Facility Fee accruing in this Section shall accrue at all times after the date the Revolving Credit Commitments terminate shall be payable on demandEffective Date, including at any time during which one or more conditions in Section 4 are not met. (b)---------

Facility Fee. For the period from the Effective Date The Company agrees to and including the Termination Date, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders in accordance with their Revolver Percentages a facility fee (the “Facility Fee”) (which fee, once paid, will be nonrefundable under any circumstances except for manifest error by CUSA and not subject to counterclaim or set-off for, or otherwise affected by, any claim or dispute relating to any other matter) that (i) shall accrue at the rate of 0.71% per annum on the average daily Revolving Credit Commitmentsaggregate amount of the Commitments in effect from time to time (whether used or unused) during the period from and including May 7, regardless 2013 to but excluding May 13, 2013; (ii) shall accrue at the rate of usage, at a rate 0.70% per annum equal on the aggregate amount of the Commitments in effect from time to time during the applicable Facility Fee period from and including May 13, 2013 to but excluding May 15, 2013; and (iii) shall accrue at the rate of 0.70% per annum on the aggregate amount of the Commitments in effect from time to time during the definition period from and including May 15, 2013 to and including the date the Commitments are terminated on the Commitment Termination Date or in accordance with Article VIII of Applicable Marginthe Credit Agreement; provided that that, if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) any Credit Exposure after its Revolving Credit Commitment terminatesthe date the Commitments are terminated, then the Facility Fee shall continue to also accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans Credit Exposure from but excluding the date the Commitments are terminated to and L/C Obligations (including participations therein)the date on which such Lender ceases to have any Credit Exposure. Accrued Facility Fees shall be due and payable in arrears on June 30, 2016, on the last 20th day of March, June, September and December of each calendar quarter thereafter year and on the Termination Date, unless date on which the Revolving Credit Commitments are terminated in whole terminated, commencing on an earlier date, in which event the fee for the period first such date to but not including occur after the date of such termination shall be paid in whole on the date of such terminationhereof; provided that any Facility Fee Fees accruing after the date on which the Revolving Credit Commitments terminate terminated shall be payable on demand. The Facility Fees payable shall be computed for the actual days elapsed (b)including the first day but excluding the last day) based on a year of 360 days.”

Facility Fee. For Each of the period from the Effective Date Borrowers agrees, severally and not jointly, to and including the Termination Date, the Borrower shall pay to the Administrative Agent for the ratable account of the Lenders in accordance with their Revolver Percentages each Lender a facility fee (the “Facility Fee”) at a per annum rate equal to, in the case of each Borrower, the Applicable Fee Rate for it on its Contribution Percentage of such Lender’s Non-Extended Commitment and Extended Commitment (whether used or unused) from and including the Closing Date to and including the first date following the Amendment Effective Date on which such Borrower’s Borrower Credit Exposure shall be zero and the Borrower Sublimit of such Borrower shall be reduced to zero pursuant to Section 2.8.3, payable quarterly in arrears on each Payment Date hereafter and on the average daily Revolving Credit CommitmentsFacility Termination Date, regardless of usageprovided that, at a rate per annum equal to the applicable Facility Fee in the definition of Applicable Margin; provided that if any Lender continues to have Revolving Credit Exposure outstanding Revolving Loansin respect of any Commitment hereunder after the termination of such Commitment (including, Swingline without limitation, during any period when Loans or L/C Obligations (including participations therein) after its Revolving Letters of Credit Commitment terminatesmay be outstanding but new Loans or Letters of Credit may not be borrowed or issued hereunder under a class of Commitments), then the Facility Fee shall continue to accrue on the daily aggregate principal amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable in arrears on June 30, 2016, on the last day of each calendar quarter thereafter and on the Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the fee for the period to but not including the date Exposure of such termination shall be paid Lender incurred in whole on the date respect of such termination; provided that Commitment until such Lender ceases to have any Facility Fee accruing after the date the Revolving Credit Commitments terminate Exposure in respect of such Commitment and shall be payable on demand. (b).

Facility Fee. For the period from the Effective Date to and including the Termination Date, the Borrower The Company shall pay to the Administrative Agent for the ratable account of the Lenders each Lender in accordance with their Revolver Percentages its Pro Rata Share, a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate per annum equal to the applicable Facility Fee in Applicable Rate, expressed on a daily basis, times the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the actual daily amount of such Lender’s outstanding Revolving LoansCredit-Linked Deposit. The Facility Fee shall accrue effective as of the Closing Date and shall be calculated quarterly in arrears by the Administrative Agent. If there is any change in the Five Year Letter of Credit and Term Loan Agreement Applicable Rate during any quarter, Swingline Loans the actual daily Credit-Linked Deposit amount shall be computed and L/C Obligations (including participations therein)multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Accrued The Facility Fees Fee shall be due and payable quarterly in arrears on June 30, 2016, on the last day first Business Day following the end of each calendar quarter thereafter Interest Period relating to the Credit-Linked Deposits, commencing with the first such date to occur after the Closing Date, and on the Termination Maturity Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date; provided that, in which event connection with any reduction of the fee Total Credit-Linked Deposit under Section 2.03, the accrued Facility Fee calculated for the period to but not including the ending on such date of such termination shall also be paid in whole on the date of such termination; provided that any reduction, and the following quarterly payment shall be calculated on the basis of the period from such reduction date to such quarterly payment date. The Facility Fee accruing after shall accrue at all times, including at any time during which one or more of the date the Revolving Credit Commitments terminate shall be payable on demand. (b)conditions in Article IV is not met.

Facility Fee. For Commencing on the period from the Effective Date to and including the Termination Closing Date, the Borrower Company shall pay to the Administrative Agent for the ratable account of the Lenders each Revolving Credit Lender in accordance with their Revolver Percentages its Applicable Revolving Credit Percentage (subject to Section 2.18 with respect to any Defaulting Lender), a facility fee in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the “Facility Fee”) Aggregate Commitments have terminated, on the average daily Outstanding Amount of all Revolving Credit CommitmentsLoans, Letters of Credit and Swing Line Loans), regardless of usage. The facility fee shall accrue at all times, at a rate per annum equal to commencing on the applicable Facility Fee in Closing Date and for the definition remainder of Applicable Margin; provided that if the Revolving Credit Availability Period (and thereafter so long as any Lender continues to have outstanding Revolving Credit Loans, Swingline Letters of Credit or Swing Line Loans remain outstanding), including at any time during which one or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then more of the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein)conditions in Article IV is not met. Accrued Facility Fees The facility fee shall be due and payable quarterly in arrears on June 30, 2016, on the last day Business Day of each calendar quarter thereafter March, June, September and December, commencing with the first such date to occur after the Closing Date and on the Termination DateMaturity Date (and, unless the Revolving Credit Commitments are terminated in whole if applicable, thereafter on an earlier date, in demand). On each such payment date all facility fees which event the fee for the period have accrued to but not including the excluding any such payment date of such termination shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate due and payable. The facility fee shall be payable on demand. (b)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. For the period from the Effective Date to and including the Termination Date, the Borrower The Company shall pay to the Administrative Agent for the ratable account of the Lenders each Lender in accordance with their Revolver Percentages its Pro Rata Share, a facility fee (the “Facility Fee”) equal to (i) (x) prior to the Full Availability Closing Date or (y) on or after the Full Availability Expiration Date, the Applicable Rate times the actual daily amount of the Interim Availability and (ii) on or after the Full Availability Closing Date, the Applicable Rate times the actual daily amount of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the average daily Outstanding Amount of all Revolving Credit CommitmentsLoans, Swing Line Loans and L/C Obligations), in each case, regardless of usage, at a rate per annum equal subject to the applicable adjustment as provided in Section 2.15. The Facility Fee in shall accrue at all times during the definition of Applicable Margin; provided that if Availability Period (and thereafter so long as any Lender continues to have outstanding Revolving Loans, Swingline Swing Line Loans or L/C Obligations (remain outstanding), including participations therein) after its Revolving Credit Commitment terminatesat any time during which one or more of the conditions in Article V is not met, then the Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving Loans, Swingline Loans and L/C Obligations (including participations therein). Accrued Facility Fees shall be due and payable quarterly in arrears on June 30, 2016, on the last day Business Day of each calendar quarter thereafter March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Termination DateMaturity Date (and, unless the Revolving Credit Commitments are terminated in whole if applicable, thereafter on an earlier date, in which event the fee for the period to but not including the date of such termination demand). The Facility Fee shall be paid calculated quarterly in whole on arrears, and if there is any change in the date of such termination; provided that Applicable Rate during any Facility Fee accruing after quarter, the date the Revolving Credit Commitments terminate actual daily amount shall be payable on demand. (b)computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fee. For Mettler-Toledo International and the period from the Effective Date to Applicable Borrower shalx xx xxxxxxx xnd severally liable for their ratable share, and including the Termination Date, the Borrower Mettler-Toledo International shall pay to the Administrative Agent for the ratable account Agxxx xxx xxx xxcount of the Lenders each Lender in accordance with their Revolver Percentages its Pro Rata Share, a facility fee (the “Facility Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate per annum in Dollars equal to the applicable Facility Fee in Applicable Rate times the definition of Applicable Margin; provided that if any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations (including participations therein) after its Revolving Credit Commitment terminates, then the Facility Fee shall continue to accrue on the actual daily amount of such Lender’s outstanding the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Swingline Loans and L/C Obligations (without application of the Assumed Swingline Amount)), regardless of usage. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Loans, Swingline Loans or L/C Obligations remain outstanding), including participations therein). Accrued Facility Fees 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 June 30, 2016, on the last fifth day after the end of each calendar quarter thereafter March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Termination DateMaturity Date (and, unless the Revolving Credit Commitments are terminated in whole if applicable, thereafter on an earlier demand). On each such payment date, in the amount of facility fee which event the fee for the period has accrued to but not including the excluding such payment date of such termination shall be paid in whole on the date of such termination; provided that any Facility Fee accruing after the date the Revolving Credit Commitments terminate due and payable. The facility fee shall be payable on demand. (b)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.