Common use of Commissions and Other Charges Clause in Contracts

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Letter of Credit and (ii) the Applicable LIBOR Margin (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Credit is issued. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a) in accordance with their respective Commitment Percentages. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, a fronting fee with respect to each Letter of Credit issued on or after the Closing Date in an amount equal to the product of (i) the face amount of such Letter of Credit and (ii) 10 basis points (0.100%) (the “Fronting Fee”). Such Fronting Fee shall be payable in arrears on the last Business Day of each calendar quarter and on the Termination Date for each day such Letter of Credit is issued and outstanding. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product face amount of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Letter of Credit and (ii) multiplied by the Applicable Margin with respect to LIBOR Margin Rate Loans during the Revolving Credit Period (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Revolving Credit Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Credit is issuedDate. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a3.3(a) in accordance with their respective Commitment Percentages. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, a fronting an issuance fee with respect to each Letter of Credit issued on or after the Closing Date in an amount equal to the product of (i) the face amount of such Letter of Credit and (ii) 10 basis points (0.100%) (the “Fronting Fee”)multiplied by 0.125% per annum. Such Fronting Fee issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter after the date of issuance thereof and on the Revolving Credit Termination Date for each day such Letter of Credit is issued and outstandingDate. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit; provided, that from time to time, as requested by the Borrower, the Administrative Agent will provide the Borrower with information pertaining to the amount of such costs and expenses. (d) The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received by the Administrative Agent in accordance with their respective Commitment Percentages.

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product face amount of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Letter of Credit and (ii) multiplied by the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Margin Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Revolving Credit is issuedMaturity Date. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a3.3(a) in accordance with their respective Revolving Credit Commitment Percentages. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, a fronting Lender an issuance fee with respect to each Letter of Credit issued on or after the Closing Date in an amount equal to the product of (i) the face amount of such Letter of Credit and (ii) 10 basis points (0.100%) (multiplied by 0.125% per annum; provided, that such issuance shall not be payable with respect to the “Fronting Fee”)Existing Letter of Credit. Such Fronting Fee issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date for each day such Letter of Revolving Credit is issued and outstandingMaturity Date. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

Commissions and Other Charges. (a) The US Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product face amount of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Letter of Credit and (ii) multiplied by the Applicable Margin with respect to LIBOR Margin Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Revolving Credit is issuedMaturity Date. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a3.3(a) in accordance with their respective Commitment Percentages. (b) In addition to the foregoing commission, the US Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, a fronting an issuance fee with respect to each Letter of Credit issued on or after the Closing Date in an amount equal to the product of (i) the face amount of such Letter of Credit and multiplied by one eighth of one percent (ii) 10 basis points (0.1000.125%) (the “Fronting Fee”)per annum. Such Fronting Fee issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on commencing with the Termination Date for each day first such date to occur after the issuance of such Letter of Credit, on the Revolving Credit is issued Maturity Date and outstandingthereafter on demand of the Issuing Lender (through the Administrative Agent). (c) In addition to the foregoing fees and commissions, the US Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, transferring, effecting payment under, amending or otherwise administering any Letter of Credit.

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product face amount of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Letter of Credit and (iireflected as the Dollar Amount thereof, as determined by the Administrative Agent pursuant to the next sentence) multiplied by the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Margin Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Revolving Credit Maturity Date commencing and shall be payable in Dollars based upon the Dollar Amount of such Letters of Credit for such quarter, as determined by the Administrative Agent on the last day which is two Business Day of Days prior to the calendar quarter in which day such Letter of Credit commission is issuedpayable. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a3.3(a) in accordance with their respective Revolving Credit Commitment Percentages. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, a fronting for its own account, an issuance fee with respect to each Letter of Credit issued on or after the Closing Date in an amount equal to the product of (i) the face amount of such Letter of Credit and (ii) 10 basis points (0.100multiplied by 0.25%) (the “Fronting Fee”). Such Fronting Fee issuance fee shall be payable upon issuance and extension, if any, of each Letter of Credit and shall be payable in arrears on the last Business Day of each calendar quarter and on the Termination Date for each day such Letter of Credit is issued and outstandingDollars. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender Lender, for its own account, for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. Such costs and expenses shall be payable in the Permitted Currency in which the Letter of Credit is denominated.

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the applicable Stand-Alone Issuing Lender and the Stand-Alone L/C Participants, a letter of credit commission with respect to each Stand-Alone Letter of Credit in an amount equal to the product of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Stand-Alone Letter of Credit and (ii) the Applicable Margin for LIBOR Margin Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Revolving Credit Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Credit is issuedDate. The Administrative Agent shall, promptly following its receipt thereof, distribute to the applicable Stand-Alone Issuing Lender and the Stand-Alone L/C Participants all commissions received pursuant to this Section 3.03(a3.3(a) in accordance with their respective Stand-Alone L/C Commitment Percentages. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the applicable Stand-Alone Issuing Lender, a fronting an issuance fee with respect to each Stand-Alone Letter of Credit issued on or after the Closing Date by it in an amount equal to the product of (i) the face amount of such Stand-Alone Letter of Credit and (ii) 10 basis points one eighth of one percent (0.1000.125%) (the “Fronting Fee”)per annum. Such Fronting Fee issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Revolving Credit Termination Date for each day such Letter of Credit is issued and outstandingshall be non-refundable. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the applicable Stand-Alone Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the such Stand-Alone Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Stand-Alone Letter of Credit.

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the applicable Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product face amount of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Letter of Credit and (ii) multiplied by the Applicable LIBOR Margin with respect to Eurodollar Advances (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Credit is issuedMaturity Date. The Administrative Agent shall, promptly following its receipt thereof, distribute to the applicable Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a) 2A.03 in accordance with their respective Commitment PercentagesCommitments. (b) In addition to the foregoing commission, for Letters of Credit issued by Wachovia, the Borrower shall pay to the Administrative Agent, for the account of the such Issuing Lender, a fronting fee fee, with respect to each Letter of Credit issued on or after the Closing Date in an amount equal to the product of (i) the face amount of such Letter of Credit and (ii) 10 basis points (0.100%) (the “Fronting Fee”)multiplied by 0.125% per annum. Such Fronting Fee issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on commencing with the Termination Date for each day first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand of the Administrative Agent. For Letters of Credit is issued by Additional Issuing Lenders, the Borrower shall pay to the applicable Additional Issuing Lender such issuance fees as shall be agreed to by the Borrower and outstandingsuch Additional Issuing Lender. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the applicable Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (d) The commissions, fees, charges, costs and expenses payable pursuant to this Section 2A.03 shall be payable in the Permitted Currency in which the applicable Letter of Credit is denominated.

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product face amount of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Letter of Credit and (ii) multiplied by the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Margin Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Revolving Credit is issuedMaturity Date. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a3.3(a) in accordance with their respective Revolving Credit Commitment Percentages. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, a fronting for its own account, an issuance fee with respect to each Letter of Credit issued on or after the Closing Date in an amount equal to the product of (i) the face amount of such Letter of Credit and multiplied by one-eighth of one percent (ii) 10 basis points (0.100.125%) (the “Fronting Fee”)per annum. Such Fronting Fee issuance fee shall be billed by the Issuing Lender and shall be payable by the Borrower in arrears equal quarterly payments, in arrears, on the last Business Day of each calendar quarter and on the Termination Date for each day such Letter of Revolving Credit is issued and outstandingMaturity Date. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product face amount of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Letter of Credit and (iireflected as the Dollar Amount thereof as determined by the Administrative Agent) MULTIPLIED BY the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Margin Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Revolving Credit is issuedMaturity Date. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a3.3(a) in accordance with their respective Revolving Credit Commitment Percentages. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, a fronting Lender an issuance fee with respect to each Letter of Credit issued on or after the Closing Date in an amount equal to the product of (i) the face amount of such Letter of Credit and (iireflected as the Dollar Amount thereof as determined by the Administrative Agent) 10 basis points (0.100%) (the “Fronting Fee”)multiplied by 0.125% per annum. Such Fronting Fee issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date for each day such Letter of Revolving Credit is issued and outstandingMaturity Date. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (d) The commissions, fees, charges, costs and expenses payable pursuant to this Section 3.3 shall be payable in Dollars.

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product face amount of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Letter of Credit and (ii) multiplied by the Applicable Margin with respect to LIBOR Margin Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Revolving Credit is issuedMaturity Date. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a3.3(a) in accordance with their respective Commitment Percentages. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, a fronting an issuance fee with respect to each Letter of Credit issued on or after the Closing Date in an amount equal to the product of (i) the face amount of such Letter of Credit and multiplied by one eighth of one percent (ii) 10 basis points (0.1000.125%) (the “Fronting Fee”)per annum. Such Fronting Fee issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on commencing with the Termination Date for each day first such date to occur after the issuance of such Letter of Credit, on the Revolving Credit is issued Maturity Date and outstandingthereafter on demand of the Issuing Lender (through the Administrative Agent). (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, transferring, effecting payment under, amending or otherwise administering any Letter of Credit.

Commissions and Other Charges. (a) The Borrower Borrowers shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C ParticipantsParticipants based upon their respective Commitment Percentages, a letter of credit commission on a per annum basis with respect to each Letter of Credit for as long as such Letter of Credit is outstanding in an amount equal to the product of (i) the average daily maximum amount available Applicable Margin with respect to be drawn during LIBOR Rate Loans in effect on the relevant quarter under such Letter of Credit corresponding payment date and (ii) the Applicable LIBOR Margin (determined on a per annum basis)average face amount of such Letter of Credit for the corresponding quarterly period. Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Revolving Credit is issuedMaturity Date. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a) by the Administrative Agent in accordance with their respective Commitment Percentages. (b) In addition to the foregoing commission, the Borrower Borrowers shall pay to the Administrative Agent, Issuing Lender for the its account an issuance fee of .125% per annum of the Issuing Lender, a fronting fee with respect to average face amount of each Letter of Credit issued on or after for the Closing Date in an amount equal to the product of (i) the face amount of such Letter of Credit and (ii) 10 basis points (0.100%) (the “Fronting Fee”). Such Fronting Fee shall be corresponding quarterly period, payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Revolving Credit Maturity Date for each day as long as such Letter of Credit is issued and outstanding. (c) In addition to the foregoing fees and commissions, the Borrower Borrowers shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

Commissions and Other Charges. (a) The Borrower Company shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C ParticipantsRevolving Credit Banks, a letter of credit commission with respect to each Letter of Credit, computed for the period from the date of issuance of such Letter of Credit in an amount to the expiration date of such Letter of Credit at a rate per annum, calculated on the basis of a 360-day year, equal to the product of (i) Applicable Eurodollar Margin from time to time in effect on the average daily maximum aggregate amount available to be drawn during the relevant quarter under such Letter of Credit during the period for which payment is made, and (ii) the Applicable LIBOR Margin (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Credit is issued. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Revolving Credit Banks (including the Issuing Lender and the L/C Participants all commissions received pursuant Bank in its capacity as a Revolving Credit Bank) to this Section 3.03(a) be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages. In addition to the foregoing, the Company shall pay to the Issuing Bank, for its own account, a fronting commission with respect to each Letter of Credit, computed for the period from the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit at a rate per annum, calculated on the basis of a 360-day year, equal to one-half of 1% on the average daily aggregate amount available to be drawn under such Letter of Credit during the period for which payment is made. Such commissions shall be payable in arrears on each L/C Fee Payment Date to occur after the date of issuance of each Letter of Credit and shall be nonrefundable. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, a fronting fee with respect to each Letter of Credit issued on or after the Closing Date in an amount equal to the product of (i) the face amount of such Letter of Credit and (ii) 10 basis points (0.100%) (the “Fronting Fee”). Such Fronting Fee shall be payable in arrears on the last Business Day of each calendar quarter and on the Termination Date for each day such Letter of Credit is issued and outstanding. (c) In addition to the foregoing fees and commissions, the Borrower Company shall pay or reimburse the Issuing Lender Bank for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Bank and the L/C Participants all commissions received by the Administrative Agent for their respective accounts pursuant to this Section.

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product face amount of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Letter of Credit and (ii) multiplied by the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Margin Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Revolving Credit is issuedMaturity Date. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a3.3(a) in accordance with their respective Revolving Credit Commitment Percentages. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, a fronting Lender an issuance fee with respect to each Letter of Credit issued on or after the Closing Date in an amount equal to the product of (i) the face amount of such Letter of Credit and (ii) 10 basis points (0.100%) (multiplied by 0.125% per annum; provided, that such issuance fee shall not be payable with respect to the “Fronting Fee”)Existing Letter of Credit. Such Fronting Fee issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date for each day such Letter of Revolving Credit is issued and outstandingMaturity Date. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product face amount of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Letter of Credit and (ii) multiplied by the Applicable LIBOR Margin with respect to Eurodollar Advances (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Credit is issuedMaturity Date. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a) 2A.03 in accordance with their respective Commitment PercentagesCommitments. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, a fronting fee fee, with respect to each Letter of Credit issued on or after the Closing Date in an amount equal to the product of (i) the face amount of such Letter of Credit and (ii) 10 basis points (0.100%) (the “Fronting Fee”)multiplied by 0.125% per annum. Such Fronting Fee issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on commencing with the Termination Date for each day first such date to occur after the issuance of such Letter of Credit is issued Credit, on the Maturity Date and outstandingthereafter on demand of the Administrative Agent. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (d) The commissions, fees, charges, costs and expenses payable pursuant to this Section 2A.03 shall be payable in the Permitted Currency in which the applicable Letter of Credit is denominated.

Commissions and Other Charges. (a) The Borrower Borrowers, jointly and severally, shall pay to the Administrative Agent, for the account of each Issuing Bank and the L/C Participants, with respect to each Commercial Letter of Credit issued by such Issuing Lender Bank a fee in an amount equal to 1% per annum on the amount available to be drawn under each Commercial Letter of Credit payable on the date of issuance of such Commercial Letter of Credit and shall be nonrefundable. The Borrowers, jointly and severally, shall pay to the Agent, for the account of each Issuing Bank and the L/C Participants, a letter of credit commission with respect to each Standby Letter of Credit in an amount issued by such Issuing Bank, computed for each day during the period for which payment is due at the rate per annum equal to the product Applicable Margin for the Facility in effect for Eurodollar Loans on such date (calculated on the basis of (ia 360 day year) times the average daily maximum aggregate amount available to be drawn during the relevant quarter under such Standby Letter of Credit and (ii) the Applicable LIBOR Margin (determined on a per annum basis)such date. Such commission commissions shall be payable quarterly quarterly, in arrears advance, on the last Business Day of each calendar quarter and on the Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Credit is issued. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a) in accordance with their respective Commitment Percentages. (b) In addition to the foregoing commissionFee Payment Date and shall be nonrefundable. The Borrowers, the Borrower jointly and severally, shall pay to the Administrative Agentrelevant Issuing Bank, for the its own account of the Issuing Lender, a fronting fee with respect in the amount equal to 1/4 of 1% per annum on the face amount of each Standby Letter of Credit issued by it. The fronting fee shall be calculated on or after the Closing Date in an amount equal to the product basis of (i) the face amount of such Letter of Credit a 360 day year and (ii) 10 basis points (0.100%) (the “Fronting Fee”). Such Fronting Fee shall be payable quarterly, in arrears advance, on the last Business Day of each calendar quarter and on the Termination Date for each day such Letter of Credit is issued and outstanding. (c) L/C Fee Payment Date. In addition to the foregoing fees and commissions, the Borrower Borrowers, jointly and severally, shall pay or reimburse the each Issuing Lender Bank for such normal and customary costs and expenses as are incurred or charged by the such Issuing Lender in Bank issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by it. The Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Agent for their respective accounts pursuant to this subsection 3.3. L/C Participations. Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Commitment Percentage in the Issuing Bank's obligations and rights under each Letter of Credit issued by it hereunder and the amount of each draft paid by the Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with such Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not reimbursed in full by the Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank (through the Agent) upon demand an amount equal to such L/C Participant's Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. If any amount required to be paid by any L/C Participant to an Issuing Bank pursuant to paragraph 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Bank under any Letter of Credit issued by it is paid to such Issuing Bank within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Bank (through the Agent) on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate, as quoted by such Issuing Bank, during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Bank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to paragraph 4.4(a) is not in fact made available to such Issuing Bank by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Prime Rate Loans hereunder. A certificate of such Issuing Bank submitted to any L/C Participant (through the Agent) shall, to the extent permitted by applicable law, be prima facie evidence of any amounts owing under this subsection 3.4. Whenever, at any time after an Issuing Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with subsection 3.4(a), such Issuing Bank receives any payment related to such Letter of Credit (whether directly from the Borrowers or otherwise, including proceeds of collateral applied thereto by such Issuing Bank), or any payment of interest on account thereof, such Issuing Bank will distribute to the Agent (for the account of such L/C Participant) such L/C Participant's pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Bank shall be required to be returned by such Issuing Bank, such L/C Participant shall return to such Issuing Bank (through the Agent) the portion thereof previously distributed by such Issuing Bank to it. Reimbursement Obligation of the Borrowers. The Borrowers, jointly and severally, agree to reimburse each Issuing Bank on each date on which such Issuing Bank notifies the Borrowers of the date and amount of a draft presented under any Letter of Credit issued by such Issuing Bank and paid by such Issuing Bank for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the Lenders in connection with such payment. Each such payment shall be made to such Issuing Bank at its address for notices specified herein in Dollars and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection 3.5 from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Prime Rate Loans which were then overdue. Each drawing under any Letter of Credit shall (unless it is reimbursed by the Borrowers on the date of drawing) constitute a request by the Borrowers to the Agent for a borrowing pursuant to subsection 2.2 of Prime Rate Loans under Facility A in the amount of such drawing. The borrowing date with respect to such borrowing shall be the date of such drawing.

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the applicable Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product face amount of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Letter of Credit and (iireflected as the Dollar Amount thereof, as determined by the Administrative Agent) multiplied by the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Margin Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Revolving Credit Maturity Date commencing on and shall be payable in Dollars based upon the last Business Day Dollar Amount of the calendar quarter in which such Letter Letters of Credit is issuedfor such quarter, as determined by the Administrative Agent. The Administrative Agent shall, promptly following its receipt thereof, distribute to the applicable Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a3.3(a) in accordance with their respective Revolving Credit Commitment Percentages. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the applicable Issuing Lender, a fronting for its own account, an issuance fee with respect to each Letter of Credit issued on or after the Closing Date in an amount equal to the product of (i) the face amount of such Letter of Credit and multiplied by one quarter of one percent (ii) 10 basis points (0.1000.25%) (the “Fronting Fee”). Such Fronting Fee issuance fee shall be payable upon issuance of each Letter of Credit and shall be payable in arrears on the last Business Day of each calendar quarter and on Permitted Currency in which the Termination Date for each day such applicable Letter of Credit is issued and outstandingdenominated. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the applicable Issuing Lender Lender, for its own account, for such normal and customary costs and expenses as are incurred or charged by the applicable Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. Such costs and expenses shall be payable in the Permitted Currency in which the applicable Letter of Credit is denominated.

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product face amount of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Letter of Credit and (ii) MULTIPLIED BY the Applicable Margin with respect to LIBOR Margin Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Revolving Credit is issuedMaturity Date. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a3.3(a) in accordance with their respective Revolving Credit Commitment Percentages. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, a fronting Lender an issuance fee with respect to each Letter of Credit issued on or after the Closing Date in an amount equal to the product of one-fourth percent (i1/4%) per annum multiplied by the face amount of such each Letter of Credit and (ii) 10 basis points (0.100%) (the “Fronting Fee”). Such Fronting Fee shall be Credit, payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date for each day such Letter of Revolving Credit is issued and outstandingMaturity Date. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product face amount of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Letter of Credit and (iireflected as the Dollar Amount thereof, as determined by the Administrative Agent pursuant to the next sentence) multiplied by the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Margin Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Revolving Credit Maturity Date commencing and shall be payable in Dollars based upon the Dollar Amount of such Letters of Credit for such quarter, as determined by the Administrative Agent on the last day which is two (2) Business Day of Days prior to the calendar quarter in which day such Letter of Credit commission is issuedpayable. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a3.3(a) in accordance with their respective Revolving Credit Commitment Percentages. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, a fronting for its own account, an issuance fee with respect to each Letter of Credit issued on or after the Closing Date in an amount equal to the product of (i) the face amount of such Letter of Credit and (ii) 10 basis points (0.100multiplied by 0.25%) (the “Fronting Fee”). Such Fronting Fee issuance fee shall be payable upon issuance and extension, if any, of each Letter of Credit and shall be payable in arrears on the last Business Day of each calendar quarter and on the Termination Date for each day such Letter of Credit is issued and outstandingDollars. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender Lender, for its own account, for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. Such costs and expenses shall be payable in the Permitted Currency in which the Letter of Credit is denominated.

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product of (i) the average daily maximum amount available Applicable Margin with respect to be drawn LIBOR Rate Loans during the relevant quarter under such Letter of Revolving Credit and Period (ii) the Applicable LIBOR Margin (determined on a per annum basis)) on the face amount of each such Letter of Credit. Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Revolving Credit Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Credit is issued. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a) in accordance with their respective Commitment PercentagesDate. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, a fronting Lender an issuance fee with respect to each Letter of Credit issued 0.10% on or after the Closing Date in an amount equal to the product of (i) the face amount of such each Letter of Credit and (ii) 10 basis points (0.100%) (the “Fronting Fee”)Credit. Such Fronting Fee issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter after the date of issuance thereof and on the Revolving Credit Termination Date for each day such Letter of Credit is issued and outstandingDate. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit; provided, that from time to time, as requested by the Borrower, the Administrative Agent will provide the Borrower with information pertaining to the amount of such costs and expenses. (d) The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received by the Administrative Agent in accordance with their respective Commitment Percentages.

Commissions and Other Charges. (a) The Borrower Borrowers shall pay to the Administrative Agent, for the account of the Issuing Lender and the New L/C Participants, a letter of credit commission with respect to each New Letter of Credit in an amount equal to the product average outstanding amount of (i) the average daily maximum amount available to be drawn during the relevant quarter under such New Letter of Credit and (ii) multiplied by the Applicable Margin with respect to LIBOR Margin Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Revolving Credit Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Credit is issuedDate. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the New L/C Participants all commissions received pursuant to this Section 3.03(a3.3(a) in accordance with their respective Revolving Credit Commitment Percentages. (b) In addition to the foregoing commission, the Borrower The Borrowers shall pay to the Administrative Agent, for the account of the Issuing LenderLender and the Existing L/C Participants, a fronting fee letter of credit commission with respect to each the Existing Letter of Credit issued on or after the Closing Date in an amount equal to the product of (i) the face average outstanding amount of such Letter of Credit multiplied by (i) .375% per annum for the period from the Closing Date through July 23, 2003 and (ii) 10 basis points (0.100%) (the “Fronting Fee”).60% per annum thereafter. Such Fronting Fee commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Revolving Credit Termination Date for each day such Letter of Credit is issued Date. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and outstandingthe Existing L/C Participants all commissions received pursuant to this Section 3.3(b) in accordance with their respective Existing L/C Commitment Percentages. (c) In addition to the foregoing fees and commissions, the Borrower Borrowers shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product face amount of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Letter of Credit and (ii) multiplied by the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Margin Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Revolving Credit is issuedMaturity Date. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a3.3(a) in accordance with their respective Revolving Credit Commitment Percentages. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, a fronting an issuance fee with respect to each Letter of Credit issued on or after the Closing Date hereunder in an amount equal to the product of (i) the face amount of such Letter of Credit and multiplied by one-eighth of one percent (ii) 10 basis points (0.100.125%) (the “Fronting Fee”)per annum. Such Fronting Fee issuance fee shall be billed by the Administrative Agent and shall be payable by the Borrower in arrears equal quarterly payments, in arrears, on the last Business Day of each calendar quarter and on commencing with the Termination Date for each day first such date to occur after the issuance of such Letter of Credit, on the Revolving Credit is issued Maturity Date and outstandingthereafter on demand of the Administrative Agent. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

Commissions and Other Charges. (a) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the product face amount of (i) the average daily maximum amount available to be drawn during the relevant quarter under such Letter of Credit and (ii) multiplied by the Applicable Margin for LIBOR Margin Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Termination Date commencing on the last Business Day of the calendar quarter in which such Letter of Credit is issued. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.03(a) in accordance with their respective Commitment PercentagesMaturity Date. (b) In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, a fronting an issuance fee with respect to each Letter of Credit issued on or after the Closing Date in an amount equal to the product of (i) the face amount of such each Letter of Credit and (ii) 10 basis points (0.100multiplied by 0.125%) (the “Fronting Fee”). Such Fronting Fee issuance fee shall be payable in arrears on the last Business Day date of each calendar quarter issuance thereof and on the Termination Date for date of each day such Letter of Credit is issued and outstandingrenewal, if any, thereof. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit; provided, that from time to time, as requested by the Borrower, the Administrative Agent will provide the Borrower with information pertaining to the amount of such costs and expenses. (d) The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received by the Administrative Agent in accordance with their respective Commitment Percentages.