Common use of Participation Fee Clause in Contracts

Participation Fee. The Borrower agrees to pay (1) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate equal to the Applicable Rate for Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (2) to the respective LC Issuer a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any LC Issuer pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Participation Fee. The Borrower agrees to pay (1i) to the Administrative Agent for the account of each Revolving Lender Bank a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Rate for Eurodollar Loans Percentage on the average daily amount of such LenderBank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Effective Date to but excluding the later of the date on which such LenderBank’s Revolving Commitment terminates and the date on which such Lender Bank ceases to have any LC Exposure, Exposure and (2ii) to the respective LC Issuer each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.25% or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily aggregate amount of the such Issuing Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC DisbursementsDisbursements in respect thereof) during the period from and including the Closing Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuereach Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including shall be payable in arrears on the last day of March, June, September and December of each year shall be payable on the third Business Day following such last dayyear, commencing on the first such date to occur after the Closing Date, date hereof; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any LC Issuer an Issuing Bank pursuant to this paragraph shall be payable within 10 ten days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 365 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Participation Fee. The Borrower agrees to pay (1) to the Administrative Agent for the account ratable benefit of each Revolving Lender a participation fee the Lenders, with respect to its participations in Letters each Prepetition Letter of Credit, which shall accrue a fee (the "PARTICIPATION Fee") accruing at a rate per annum equal to the Applicable Margin for Revolving Loans that are Eurodollar Rate for Eurodollar Loans Loans, calculated on the average daily amount of such Lender’s LC aggregate Participation L/C Exposure (excluding any the portion thereof attributable to unreimbursed LC DisbursementsPrepetition L/C Disbursement of any Participating Prepetition Lender) during and payable in arrears (i) on the period from and including last Business Day of each calendar month, commencing on the second such Business Day following the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (2ii) to on the respective LC Issuer a fronting feeRevolving Credit Termination Date; PROVIDED, which HOWEVER, that during the continuance of an Event of Default, such fee shall accrue at the rate of 0.25% be increased by two percent per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on demand; and PROVIDED, FURTHER, that (x) each Participating Prepetition Lender hereby waives the third Business Day following requirement to pay any fee owing to it under the Prepetition Credit Agreement in respect of the Prepetition Letters of Credit to the extent such last day, commencing on the first such date fee relates to occur any period after the Closing Date, provided that all such (y) each Participating Prepetition Lender agrees that, to the extent the Borrower pays any fees shall be payable on to a Participating Prepetition Lender under the date on which Prepetition Credit Agreement in respect of the Revolving Commitments terminate Prepetition Letters of Credit and to the extent a Participating Prepetition Lender receives any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any LC Issuer pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis payment of a year Participation Fee in respect of 360 days the same period and the same Prepetition Letters of Credit hereunder, such Participating Prepetition Lender shall be payable for return the actual number of days elapsed payment made under the Prepetition Credit Agreement to the Borrower immediately upon receipt and (including z) each Participating Prepetition Lender hereby waives any payment owing to it under the first day but excluding the last day)Prepetition Credit Agreement.

Participation Fee. The Borrower agrees to As consideration for entering into the Solus Participation Agreement, Borrowers shall pay (1) to the Administrative Agent for the account ratable benefit of each Revolving Lender the Lenders and the benefit of Solus as the holder of the “Loan Participation” sold pursuant to the Solus Participation Agreement a participation fee with respect in the amount of 1% of the Total Commitments in effect immediately upon the effectiveness of this Amendment (the “Participation Fee”) and, subject to its participations in Letters of Creditthe Solus Participation Agreement, the Agent and the Lenders shall pay to Solus the Participation Fee following receipt thereof from Borrowers, which fee (i)(a) shall accrue at a rate equal to the Applicable Rate for Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later constitute part of the date on which such Lender’s Revolving Commitment terminates and Obligations, (b) shall constitute Subordinated Claims (as defined in the date on which such Lender ceases to have any LC ExposureSolus Participation Agreement), and (2c) shall be fully secured, equally and ratably, by a lien on all of the Collateral securing the Obligations, (ii) shall be fully earned on the Effective Date of this Amendment and due and payable in accordance with the terms hereof, (iii) shall be nonrefundable for any reason whatsoever, and (iv) shall be in addition to any other fees, costs or expenses payable pursuant to the respective LC Issuer a fronting feeCredit Agreement, which the Fee Letter or any other Loan Documents. Subject to the Solus Participation Agreement, the Participation Fee shall accrue at the rate be paid to Agent by Borrowers and transferred from Agent within one Business Day of 0.25% per annum its receipt thereof to Solus on the average daily amount earlier to occur of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during Facility Termination Date or the period from and including the Closing Date to but excluding the later Consummation Date. The obligation of the date of termination of the Revolving Commitments Agent and the date on which there ceases Lenders to pay the Participation Fee to Solus shall be entirely dependent of Borrowers first paying the Participation Fee to Agent, and accordingly neither Agent nor any LC Exposure, as well as such LC Issuer’s standard fees with respect Lender shall have any obligation to pay the Participation Fee to Solus except to the issuanceextent it has received the Participation Fee from Borrowers. In addition to the rights provided by the Solus Participation Agreement, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year Solus shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any LC Issuer pursuant to a third-party beneficiary of this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable Amendment for the actual number sole purpose of days elapsed (including the first day but excluding the last day)effectuating or enforcing this section 6 of this Amendment.

Participation Fee. The Borrower agrees to Borrowers shall pay (1i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its their respective participations in Letters of Credit, which shall accrue for each day, at a rate equal to the Applicable Rate for Eurodollar Loans Margin that applies to Loans, on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) on such day, during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (2ii) to the respective each LC Issuer Issuing Bank a fronting fee, which shall accrue at the rate of 0.250.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) of the LC Participating Banks to which such LC Issuing Bank granted a participation in one or more Letters of Credit, as applicable, during the period from and including the Closing Date to but excluding the later of the date of termination of on which the Revolving Commitments terminate and the date on which there ceases to be any LC Exposure, as well as such LC IssuerIssuing Bank’s standard fees with respect to the issuanceissuing, amendmentamending, renewal renewing or extension of extending any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall will be payable on such day (or, if such day is not a Business Day, on the third immediately preceding Business Day following such last dayDay), commencing on the first such date to occur after the Closing Date, ; provided that all such fees shall be payable on accrued to the date on which the Revolving Commitments terminate will be payable on such date, and any such fees accruing after the such date on which the Revolving Commitments terminate shall will be payable on demand. Any other fees payable to any the LC Issuer Issuing Banks pursuant to this paragraph shall clause (d) will be payable within 10 five (5) days after demand. All such participation fees and fronting fees shall will be computed on the basis of a year of 360 days and shall will be payable for the actual number of days elapsed (including the first day but excluding the last day).

Participation Fee. The Borrower agrees to pay (1i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate equal to the Applicable Rate for Eurodollar Loans that are Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (2ii) to the respective LC Issuer a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such LC Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any LC Issuer pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Participation Fee. The Borrower agrees to pay (1) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate equal to (i) in the case of the portion of such Lender's LC Exposure that is attributable to Standby Letters of Credit, the same Applicable Rate for Eurodollar as interest on LIBOR Revolving Loans on the average daily amount of such portion of such Lender’s 's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), in each case during the period from and including the Closing Effective Date to but excluding the later of the date on which such Lender’s 's Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (2ii) in the case of the portion of such Lender's LC Exposure that is attributable to Commercial Letters of Credit, one-half of the respective LC Issuer a fronting fee, which shall accrue at the rate of 0.25% per annum same Applicable Rate as interest on LIBOR Revolving Loans on the average daily amount of the such portion of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) ), in each case during the period from and including the Closing Effective Date to but excluding the later of the date of termination of the on which such Lender's Revolving Commitments Commitment terminates and the date on which there such Lender ceases to be have any LC Exposure, as well as . The Borrower also agrees to pay to each Issuing Bank such LC Issuer’s Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Accrued participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the third Business Day following such last dayfirst day of January, April, July and October of each year, commencing on the first such date to occur after the Closing Effective Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any LC Issuer Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).