Common use of Fees and Other Charges Clause in Contracts

Fees and Other Charges. (a) The Borrower will pay a fee on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.

Fees and Other Charges. (a) The Borrower will pay a fee for the benefit of each Revolving Lender on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the product of (i) the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under made pursuant to the Revolving Facility Commitment of such Revolving Lender and (minus ii) such Revolving Lender’s daily Revolving Percentage of the fronting fee referred to below), on the face undrawn and unexpired amount of such Letter each Letters of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, for the avoidance of doubt, any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to this Section 3 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable Law, to the Borrower prior other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters with respect to each Letter of Credit issued by it to the Borrower at a per annum rate of 0.125% or a lower rate separately agreed to by between the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the relevant issuance date. (b) In addition to the foregoing fees, unless otherwise agreed by the relevant Issuing Lender, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested issued by the Borrowerit.

Fees and Other Charges. (a) The Borrower will pay a fee on agrees to pay, with respect to each Existing Letter of Credit and each outstanding Letter of Credit requested by itissued for the account of (or at the request of) the Borrower, at (i) a fronting fee of 0.125% per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate daily amount available to be drawn on any outstanding Letters under each such Letter of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account (a fronting “Letter of Credit Fronting Fee”), (ii) a letter of credit fee equal to the Applicable Margin for Revolving Loans that are Eurodollar Loans multiplied by the daily amount available to be drawn under each such Letter of Credit on the aggregate face drawable amount of all outstanding Letters such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in accordance with their respective L/C Percentages) (a “Letter of Credit Fee”), and (iii) the Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it to for the account of (or at the request of) the Borrower separately agreed to or processing of drawings thereunder (the fees in this clause (iii), collectively, the “Issuing Lender Fees”). The Issuing Lender Fees shall be paid when required by the Borrower Issuing Lender, and such Issuing Lender (but in any event not to exceed 0.25% per annum), the Letter of Credit Fronting Fee and the Letter of Credit Fee shall be payable quarterly in arrears on the last Business Day of March, June, September and December of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date Date”) after the issuance datedate of such Letter of Credit. All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the Borrowerother L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.24(a)(iv), with the balance of such Letter of Credit Fees, if any, payable to the Issuing Lender for its own account. (e) All fees payable pursuant to this Section 3.3 shall be fully-earned on the date paid and shall not be refundable for any reason.

Fees and Other Charges. (a) The Borrower will pay a fee on each outstanding Letter of Credit of each Class requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders of such Class and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d) and with respect to any L/C Shortfall either (i) if the Borrower has paid to the Administrative Agent, an amount of cash or Cash Equivalent equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent, for the account of the Borrower or (ii) otherwise, for the account of the Issuing Lenders, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender of a Class for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit of such Class issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed of 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed to by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.

Fees and Other Charges. (a) The Borrower will pay a fee on agrees to pay, (i) with respect to each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such including each Existing Letter of Credit), which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after upon the issuance date; provided thator renewal thereof, with respect to any Defaulting Lender, such Lender’s ratable share a fronting fee of any letter 0.125% of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters under each such Letter of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account (a fronting fee on the aggregate face amount of all outstanding Letters “Letter of Credit issued by it Fronting Fee”), and (ii) with respect to each outstanding Letter of Credit (including each Existing Letter of Credit) a letter of credit fee equal to the Borrower separately agreed to Applicable Margin for Revolving Loans that are Eurodollar Loans per annum multiplied by the Borrower and daily amount available to be drawn under each such Issuing Lender Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (but determined in any event not to exceed 0.25% per annumaccordance with their respective L/C Percentages) (a “Letter of Credit Fee”), payable quarterly in arrears on the last Business Day of each quarter of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date Date”) after the issuance datedate of such Letter of Credit, and (iii) the Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder (the fees in this clause (iii), collectively, the “Issuing Lender Fees”). All Letter of Credit Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are reasonably incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may reasonably require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any letter of credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the Borrowerother L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.23(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own account unless the Borrower has Cash Collateralized such Letter of Credit pursuant to Section 3.10(a). (e) All fees payable under this Section 3.3 shall be fully earned on the date paid and nonrefundable.

Fees and Other Charges. (a) The Borrower will pay a fee on agrees to pay, in Dollars, with respect to each outstanding Letter of Credit requested by itissued for the account of (or at the request of) the Borrower, at (i) a fronting fee of 0.125% per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount Dollar Equivalent of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate daily amount available to be drawn on any outstanding Letters under each such Letter of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each applicable Issuing Lender for its own account (a fronting “Letter of Credit Fronting Fee”), (ii) a letter of credit fee on equal to the aggregate face amount of all outstanding Applicable Margin relating to Letters of Credit issued multiplied by it the Dollar Equivalent of the daily amount available to be drawn under each such Letter of Credit on the drawable amount of such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in accordance with their respective L/C Percentages) (a “Letter of Credit Fee”), and (iii) each Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of (or at the request of) the Borrower separately agreed to or processing of drawings thereunder (the fees in this clause (iii), collectively, the “Issuing Lender Fees”). The Issuing Lender Fees shall be paid when required by the Borrower applicable Issuing Lender, and such Issuing Lender (but in any event not to exceed 0.25% per annum), the Letter of Credit Fronting Fee and the Letter of Credit Fee shall be payable quarterly in arrears on the last Business Day of March, June, September and December of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date Date”) after the issuance datedate of such Letter of Credit. All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender Lender, in Dollars, for the Dollar Equivalent of such customary and documented costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the applicable Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as such Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, in accordance with Section 2.21(a)(iii)(C). (e) All fees payable pursuant to this Section 3.3 shall be fully-earned on the Borrowerdate paid and shall not be refundable for any reason.

Fees and Other Charges. (a) The Borrower will pay a fee on agrees to pay, with respect to each Existing Letter of Credit and each outstanding Letter of Credit requested by itissued for the account of (or at the request of) the Borrower, at (i) a fronting fee of 0.125% per annum rate on the daily Dollar Equivalent amount available to be drawn under each such Letter of Credit to the Issuing Lender for its own account (a “Letter of Credit Fronting Fee”), (ii) a letter of credit fee of equal to the Applicable Margin then relating to SOFR Loans multiplied by the daily Dollar Equivalent amount available to be drawn under each such Letter of Credit on the drawable Dollar Equivalent amount of such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in effect accordance with respect to Eurocurrency Loans under the Revolving Facility their respective L/C Percentages) (minus the fronting fee referred to belowa “Letter of Credit Fee”), in each case payable quarterly in arrears on the face amount first (1st) Business Day of March, June, September and December of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date”) after the issuance date of such Letter of Credit, which fee shall be shared ratably among and (iii) the Revolving Lenders Issuing Lender’s standard and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, reasonable fees with respect to any Defaulting Lenderthe issuance, such Lender’s ratable share amendment, renewal or extension of any letter Letter of credit fee accrued Credit issued for the account of (or at the request of) the Borrower or processing of drawings thereunder (the fees in this clause (iii), collectively, the “Issuing Lender Fees”). All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed on the aggregate basis of the actual number of days elapsed in a year of 360 days. For purposes of computing the Dollar Equivalent of the daily amount available to be drawn on under any outstanding Letters Letter of Credit during Credit, the period prior to the time amount of 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but determined in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance dateaccordance with Section 1.5. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the Borrowerother L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.24(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own account. (e) All fees payable under this Section 3.3 shall be fully earned on the date paid and nonrefundable.

Fees and Other Charges. (ai) The U.S. Borrower will pay a fee on each the aggregate drawable amount of all outstanding Letter U.S. Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin with respect to Eurodollar Loans under the U.S. Revolving Facility, shared ratably among the U.S. Revolving Lenders in accordance with their respective U.S. Revolving Credit Percentages (or, if different Applicable Margins are in effect for Eurodollar Loans made pursuant to different U.S. Revolving Commitments, such fee shall be payable at the respective Applicable Margins then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), based on the face amount of U.S. Revolving Commitments entitled to such Letter of Credit, which fee Applicable Margins and shall be shared ratably among the respective U.S. Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued based on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time their respective U.S. Revolving Commitments providing for such Lender became a Defaulting Lender Applicable Margins) 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account (ii) each of the Canadian Borrower so long as such Lender shall be and the U.S. Borrower will pay a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face drawable amount of all outstanding Canadian Letters of Credit issued by it at its request at a per annum rate equal to the Borrower separately agreed Applicable Margin with respect to by Eurodollar Loans under the Borrower Canadian Revolving Facility, shared ratably among the Canadian Revolving Lenders in accordance with their respective Canadian Revolving Credit Percentages (or, if different Applicable Margins are in effect for Eurodollar Loans made pursuant to different Canadian Revolving Commitments, such fee shall be payable at the respective Applicable Margins then in effect based on the amount of Canadian Revolving Commitments entitled to such Applicable Margins and shall be shared ratably among the respective Canadian Revolving Lenders based on the amount of their respective Canadian Revolving Commitments providing for such Issuing Lender Applicable Margins), and, in the case of each of clauses (but in any event not to exceed 0.25% per annumi) and (ii), payable quarterly in arrears on each L/C Fee Payment Date after the applicable issuance date. (b) In addition The U.S. Borrower and the Canadian Borrower, respectively, agree to the foregoing fees, the Borrower shall pay or reimburse each to any U.S. Issuing Lender for costs and expenses agreed by any Canadian Issuing Lender, respectively, a fronting fee (“Fronting Fee”), which shall accrue at the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering rate of 0.125% per annum on the average daily amount of the respective L/C Obligations (excluding any Letter portion thereof attributable to drawings under Letters of Credit requested by the Borrower.that have not then been reimbursed pursuant to Section 3.11)

Fees and Other Charges. (a) The Borrower will pay a fee on each the aggregate daily average drawable amount of all outstanding Letter Letters of Credit requested by it, issued for the Borrower’s account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Credit Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share date of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters such Letter of Credit during the period prior (subject to the time such Lender became a Defaulting Lender and unpaid at such time shall not be Borrower’s payment of increased fees payable by the Borrower so long as such Lender shall be a Defaulting Lender except to Revolving Credit Lenders under any Incremental Revolving Facility, any Replacement Revolving Facility or under any Extended Revolving Credit Facility to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lenderpermitted hereunder). In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face daily average drawable amount of all outstanding Letters of Credit issued for the Borrower’s account by it such Issuing Lender of an amount to the Borrower separately be agreed to upon by the Borrower and such the relevant Issuing Lender (but in any no event not to exceed greater than 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after such terms as are agreed to by the issuance dateBorrower and the Issuing Lender. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by issued for the Borrower’s account.

Fees and Other Charges. (a) The Borrower will Company shall, or shall cause the Applicable Account Party to, pay a fee on each outstanding (the “Letter of Credit requested by it, Fee”) on the average daily undrawn and unexpired amount of all outstanding Letters of Credit during each Fee Payment Period at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under Loans, shared ratably among the Revolving Facility (minus Domestic Lenders based on the Domestic Percentages of the Domestic Lenders during the relevant Fee Payment Period and payable in arrears for each Fee Payment Period on the related Fee Payment Date. In addition, the Company shall pay a fronting fee referred in an amount equal to below), 0.25% per annum on the face average daily undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable in arrears to the relevant Issuing Lender for each Fee Payment Period on the related Fee Payment Date. For the purposes of the foregoing calculations, the average daily undrawn and unexpired amount of any Letter of Credit denominated in an Optional Currency for any Fee Payment Period shall be calculated by multiplying (i) the average daily undrawn and unexpired amount of such Letter of Credit, Credit (expressed in the Optional Currency in which such Letter of Credit giving rise to such fee shall be shared ratably among is denominated) by (ii) the Revolving Lenders and payable quarterly Exchange Rate for each such Optional Currency in arrears effect on each the first Business Day of the related Fee Payment Date after Period or by such other method that the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on Administrative Agent and the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting LenderCompany may agree. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower Company shall pay or reimburse each Issuing Lender Lender, for its own account such customary out-of-pocket costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by Credit, to the Borrowerextent that such costs and expenses have been mutually agreed upon between the Company and such Issuing Lender.

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)applicable Facilities, on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the applicable Tranche A Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided provided, that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further provided, further, that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue (x) for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d), (y) for the account of the Borrower with respect to any L/C Shortfall if the Borrower has paid to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the applicable Issuing Lenders hereunder in a Cash Collateral Account, or (z) for the account of the applicable Issuing Lenders, in any other instance, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed Borrower, equal to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)L/C Fronting Fee Rate, payable quarterly in arrears on each Fee Payment Date after the issuance datedate (the “L/C Fronting Fee”). (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for standard costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.

Fees and Other Charges. (a) The Borrower will pay a fee on Borrowers agree to pay, with respect to each outstanding Letter of Credit requested by itissued for the account of (or at the request of) the Borrowers, at (i) a fronting fee of 0.125% per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate daily amount available to be drawn on any outstanding Letters under each such Letter of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account (a fronting “Letter of Credit Fronting Fee”), (ii) a letter of credit fee on equal to the aggregate face amount of all outstanding Applicable Margin relating to Letters of Credit issued multiplied by it the daily amount available to be drawn under each such Letter of Credit on the drawable amount of such Letter of Credit to the Borrower separately agreed Administrative Agent for the ratable account of the L/C Lenders (determined in accordance with their respective L/C Percentages) (a “Letter of Credit Fee”), and (iii) the Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of (or at the request of) the Borrowers or processing of drawings thereunder (the fees in this clause (iii), collectively, the “Issuing Lender Fees”). The Issuing Lender Fees shall be paid when required by the Borrower Issuing Lender, and such Issuing Lender (but in any event not to exceed 0.25% per annum), the Letter of Credit Fronting Fee and the Letter of Credit Fee shall be payable quarterly in arrears on the fifth day of each calendar quarter occurring after the Closing Date and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date Date”) after the issuance datedate of such Letter of Credit. All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (b) In addition to the foregoing fees, the Borrower Borrowers shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrowers shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may reasonably require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the Borrowerother L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.24(a)(iv), with the balance of such Letter of Credit Fees, if any, payable to the Issuing Lender for its own account. (e) All fees payable pursuant to this Section 3.3 shall be fully-earned on the date paid and shall not be refundable for any reason.

Fees and Other Charges. (a) The Borrower will pay to the Administrative Agent, for the account of the Lenders, a fee on each the daily amount available to be drawn under all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred Eurodollar Loans, to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Lenders in accordance with their respective Revolving Lenders Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, that (i) any letter of credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting LenderLender has not provided Cash Collateral satisfactory to the applicable Issuing Lender pursuant to Section 3.1 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Credit Percentages allocable to such Lender’s ratable share Letter of any Credit pursuant to Section 2.24(a)(iv), with the balance of such fee, if any, payable to the applicable Issuing Lender for its own account and (ii) the Borrower shall not be required to pay letter of credit fee accrued on fees pursuant to this Section 3.8 in respect of such portion of the aggregate amount available to be drawn on any outstanding Letters of Credit during for which it has furnished Cash Collateral in accordance with the period prior terms hereof to reduce 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 Lender’s ratable share Fronting Exposure of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face daily amount of available to be drawn under all outstanding Letters of Credit issued by it such Issuing Lender at a rate and at the times to the Borrower separately be agreed to upon by the Borrower and such Issuing Lender (but Lender. For purposes of computing the daily amount available to be drawn under the Letters of Credit, the amount of such Letters of Credit shall be determined in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance dateaccordance with Section 1.3. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee on each the actual daily undrawn and unexpired amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Eurodollar Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatsuch fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn and unexpired amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date; provided, however, that any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to subsection 5.1 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable law, to the Borrower prior other Lenders in accordance with the upward adjustments in their respective Revolving Credit Commitment Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to subsection 2.19(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee on in the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)and the Borrower on the actual daily undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; such fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn and unexpired amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The applicable Borrower will shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants (in the case of a Tranche A Letter of Credit, having Tranche A Commitments, and, in the case of a Tranche B Letter of Credit, having Tranche B Commitments), a letter of credit fee on with respect to each outstanding Letter of Credit requested by it, issued for its account at a per annum rate equal to rate, for each day during the Applicable Margin then in effect with respect to Eurocurrency Loans under period from and including the Revolving Facility (minus the fronting fee referred to below), on the face amount date of issuance of such Letter of CreditCredit to and including the first date thereafter on which such Letter of Credit shall expire or be cancelled or fully drawn, which fee shall be shared ratably among equal to the Revolving Lenders and payable quarterly L/C Fee Rate in arrears effect on each Fee Payment Date after such day, calculated on the issuance date; provided thatbasis of a 360-day year, with respect to any Defaulting Lender, such Lender’s ratable share of any letter the Dollar Equivalent of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters under such Letter of Credit during the period prior to the time on 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lenderday. In addition, the applicable Borrower shall pay to each the Issuing Lender for its own account a fronting fee of 0.10% per annum on the aggregate face Dollar Equivalent of the undrawn and unexpired amount of all outstanding Letters each Letter of Credit issued by it for its account. Letter of credit fees and fronting fees pursuant to the Borrower separately agreed to by the Borrower and such Issuing Lender (but this paragraph shall be payable in any event not to exceed 0.25% per annum), payable Dollars quarterly in arrears on each L/C Fee Payment Date after to occur while the issuance daterelevant Letter of Credit is outstanding and shall be nonrefundable. (b) In addition to the foregoing fees, the applicable Borrower shall pay or reimburse each the Issuing Lender in Dollars for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested issued for its account. (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the applicable L/C Participants all fees received by the BorrowerAdministrative Agent for their respective accounts pursuant to this Section 3.3.

Fees and Other Charges. (a) The Borrower will pay a fee on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender Bank for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender Bank (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender Bank for costs and expenses agreed by the Borrower and such Issuing Lender Bank in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.

Fees and Other Charges. (a) The Borrower will pay a fee to the Administrative Agent, for the ratable benefit of the Revolving Credit Lenders, on each the daily aggregate drawable amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Revolving Credit Facility (minus ( the fronting fee referred to below“Letter of Credit Fee”), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, any fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time Issuing Lender pursuant to Section 3.1(c) shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Lender became a Defaulting Lender and unpaid at Letter of Credit pursuant to Section 2.21(a)(iv), with the balance of such time shall not be fee, if any, payable by to the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior has provided Cash Collateral on account of such Defaulting Lender pursuant to such timeSection 2.22(a) and otherwise to the Issuing Lender for its own account; provided further that any fee payable to a Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lendersubject to Section 2.21(a)(iii). In addition, except as otherwise agreed to between the relevant Issuing Lender and the Borrower, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face drawable amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25of 0.125% per annum), payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. Notwithstanding anything to the contrary contained herein, while any of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrower, the Letter of Credit Fee shall accrue at a rate equal to the Applicable Margin plus 2% per annum. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender quarterly in arrears on each L/C Fee Payment Date for such reasonable, normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (ai) The U.S. Borrower will pay a fee on each the aggregate drawable amount of all outstanding Letter U.S. Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin with respect to Eurodollar Loans under the U.S. Revolving Facility, shared ratably among the U.S. Revolving Lenders in accordance with their respective U.S. Revolving Credit Percentages (or, if different Applicable Margins are in effect for Eurodollar Loans made pursuant to different U.S. Revolving Commitments, such fee shall be payable at the respective Applicable Margins then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), based on the face amount of U.S. Revolving Commitments entitled to such Letter of Credit, which fee Applicable Margins and shall be shared ratably among the respective U.S. Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued based on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior to the time their respective U.S. Revolving Commitments providing for such Lender became a Defaulting Lender Applicable Margins) 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account (ii) each of the Canadian Borrower so long as such Lender shall be and the U.S. Borrower will pay a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face drawable amount of all outstanding Canadian Letters of Credit issued by it at its request at a per annum rate equal to the Borrower separately agreed Applicable Margin with respect to by Eurodollar Loans under the Borrower Canadian Revolving Facility, shared ratably among the Canadian Revolving Lenders in accordance with their respective Canadian Revolving Credit Percentages (or, if different Applicable Margins are in effect for Eurodollar Loans made pursuant to different Canadian Revolving Commitments, such fee shall be payable at the respective Applicable Margins then in effect based on the amount of Canadian Revolving Commitments entitled to such Applicable Margins and shall be shared ratably among the respective Canadian Revolving Lenders based on the amount of their respective Canadian Revolving Commitments providing for such Issuing Lender Applicable Margins), and, in the case of each of clauses (but in any event not to exceed 0.25% per annumi) and (ii), payable quarterly in arrears on each L/C Fee Payment Date after the applicable issuance date. (b) In addition The U.S. Borrower and the Canadian Borrower, respectively, agree to the foregoing fees, the Borrower shall pay or reimburse each to any U.S. Issuing Lender for costs and expenses agreed by any Canadian Issuing Lender, respectively, a fronting fee (“Fronting Fee”), which shall accrue at the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering rate of 0.25% per annum on the average daily amount of the respective L/C Obligations (excluding any Letter portion thereof attributable to drawings under Letters of Credit requested by the Borrower.that have not then been reimbursed pursuant to Section 3.11)

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d) and with respect to any L/C Shortfall either (i) if the Borrower has paid to the Administrative Agent, an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent, for the account of the Borrower or (ii) otherwise, for the account of the Issuing Lenders, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.

Fees and Other Charges. (a) The Borrower will shall pay a fee on the aggregate drawable amount of each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the constituting Revolving Facility (minus the fronting fee referred to below)Credit 1 Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit 1 Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance datedate of such Letter of Credit; provided thatprovided, however, that any such fee accrued with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the such Borrower prior to such time; and provided further that any Defaulting Lender’s ratable share of any letter of credit no such fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account benefit of the Borrower a Defaulting Lender so long as such Lender shall be a Defaulting Lender (it being understood that the fee that would have accrued to the benefit of such Defaulting Lender shall instead accrue to the benefit of the Revolving 1 Credit Lenders who were allocated the Defaulting Lender’s participation in the Letters of Credit pursuant to Section 3.2 above (and the fee that accrues on the portion of the Letters of Credit required to be cash collateralized pursuant to Section 3.3 above shall be payable to the Issuing Lender)). In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee equal to 0.125% per annum on the aggregate face drawable amount of all each outstanding Letters Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% less than $500.00 per annumannum per Letter of Credit), payable quarterly in arrears on each L/C Fee Payment Date after the issuance datedate of such Letter of Credit. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or customarily charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee for the benefit of each Revolving Lender on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the product of (i) the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under made pursuant to the Revolving Facility Commitment of such Revolving Lender and (minus ii) such Revolving Lender's daily Revolving Percentage of the fronting fee referred to below), on the face undrawn and unexpired amount of such Letter each Letters of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, for the avoidance of doubt, any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to this Section 3 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable Law, to the Borrower prior other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters with respect to each Letter of Credit issued by it to the Borrower at a per annum rate of 0.125% or a lower rate separately agreed to by between the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the relevant issuance date. (b) In addition to the foregoing fees, unless otherwise agreed by the relevant Issuing Lender, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested issued by the Borrowerit.

Fees and Other Charges. (a) The Borrower will pay a fee for the benefit of each Revolving Lender on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the product of (i) the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under made pursuant to the Revolving Facility Commitment of such Revolving Lender and (minus ii) such Revolving Lender’s daily Revolving Percentage of the fronting fee referred to below), on the face undrawn and unexpired amount of such Letter each Letters of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, for the avoidance of doubt, any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time Issuing Lender pursuant to this Section 3 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such Letter of Credit pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable to the Issuing Lender became a Defaulting Lender for its own account. The Borrower agrees to pay all accrued 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue fees for the account of the Borrower so long as such Lender shall be a Defaulting LenderLenders with Existing Revolving Commitments on the Restatement Effective Date. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters with respect to each Letter of Credit issued by it to the Borrower at a per annum rate of 0.125% or a lower rate separately agreed to by between the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the relevant issuance date. (b) In addition to the foregoing fees, unless otherwise agreed by the relevant Issuing Lender, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested issued by the Borrowerit.

Fees and Other Charges. (a) The Borrower will agrees to pay a fee on (i) to the Administrative Agent for the benefit of the L/C Lenders with respect to each outstanding Letter of Credit requested by it, issued for the account of (or at the request of) the Borrower a per annum rate letter of credit fee equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), L/C Fee Rate per annum on the face drawable amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on the last Business Day of March, June, September and December of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date Date”) after the issuance date; provided thatdate of such Letter of Credit, with respect to any Defaulting Lender, such Lender’s ratable share (ii) a fronting fee of any letter of credit fee accrued 0.125% per annum on the aggregate daily amount available to be drawn on any outstanding Letters under each such Letter of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account (a fronting fee “Letter of Credit Fronting Fee”) on each L/C Fee Payment Date, and (iii) without duplication of the aggregate face amount Letter of all outstanding Letters Credit Fronting Fees, and the Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it to for the account of (or at the request of) the Borrower separately agreed to by or processing of drawings thereunder (the Borrower and such fees in this clause (iii), collectively, the “Issuing Lender (but Fees”). All of the foregoing fees shall be computed on the basis of the actual number of days elapsed in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance datea year of 360 days. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any letter of credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit shall be payable, to the maximum extent permitted by applicable law, to the Borrowerother L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.24(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own account.

Fees and Other Charges. (a) The Borrower will pay a fee on each outstanding (the “Letter of Credit requested by it, Fee”) on the maximum daily amount available to be drawn under all Letters of Credit at a per annum rate equal to the Applicable Margin Rate then in effect with respect multiplied by the maximum daily amount available to Eurocurrency Loans be drawn under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter Letters of Credit, which fee shall be shared ratably among the Revolving Lenders in accordance with their respective Revolving Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that: provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting LenderLender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this Section 3 shall be payable, to the maximum extent permitted by applicable Requirements of Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such Lender’s ratable share Letter of any letter Credit pursuant to Section 2.22(a)(iv), with the balance of credit fee accrued on such fee, if any, payable to the aggregate Issuing Lender for its own account. For purposes of computing the maximum daily amount available to be drawn on under any outstanding Letters Letter of Credit during Credit, the period prior to the time amount of 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lenderdetermined in accordance with Section 1.3. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face undrawn and unexpired amount of all outstanding Letters each Letter of Credit issued by it to it, at the Borrower separately agreed to by rate per annum specified in the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)Fee Letter, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender on demand for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee on each the undrawn face amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Revolving Facility (minus the fronting fee referred to below)Credit Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, (i) in the case of any Letter of Credit issued by an Issuing Lender which is a Lender, the Borrower shall pay to each such Issuing Lender for its own account a fronting fee on the aggregate undrawn face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed at a rate per annum of 0.25% per annum)%, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and (ii) in the case of any Letter of Credit issued by an Issuing Lender which is not a Lender, the Borrower shall pay to the Administrative Agent for its own account a fronting fee on the undrawn face amount of all outstanding Letters of Credit issued by such Issuing Lender which is not a Lender at a rate per annum to be agreed by the Administrative Agent and the Borrower payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal, reasonable and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested issued by the Borrowerit.

Fees and Other Charges. (a) The Borrower will shall pay a fee on the aggregate drawable amount of each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Revolving Facility (minus the fronting fee referred to below)Credit Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance datedate of such Letter of Credit; provided thatprovided, however, that any such fee accrued with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the such Borrower prior to such time; and provided further that any Defaulting Lender’s ratable share of any letter of credit no such fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account benefit of the Borrower a Defaulting Lender so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee equal to 1/4 of 1% per annum on the aggregate face drawable amount of all each outstanding Letters Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% less than $500.00 per annumannum per Letter of Credit), payable quarterly in arrears on each L/C Fee Payment Date after the issuance datedate of such Letter of Credit. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee for the benefit of each Revolving Lender on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the product of (i) the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under made pursuant to the Revolving Facility Commitment of such Revolving Lender and (minus ii) such Revolving Lender’s daily Revolving Percentage of the fronting fee referred to below), on the face undrawn and unexpired amount of such Letter each Letters of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, (x) the Borrower shall pay all accrued Letter of Credit fees through the Amendment No. 2 Effective Date on the Amendment No. 2 Effective Date and (y) for the avoidance of doubt, any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to this Section 3 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable Law, to the Borrower prior other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters with respect to each Letter of Credit issued by it to the Borrower at a per annum rate of 0.125% or a lower rate separately agreed to by between the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the relevant issuance date. (b) In addition to the foregoing fees, unless otherwise agreed by the relevant Issuing Lender, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested issued by the Borrowerit.

Fees and Other Charges. (a) The Borrower will pay a fee on each outstanding Standby Letter of Credit requested by itCredit, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Standby Letter of Credit, which fee fees shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee equal to 0.20% on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)Borrower, payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for costs such customary fees and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerBorrower (which fees and expenses shall have been agreed to from time to time by the Borrower and the relevant Issuing Lender). (c) Notwithstanding anything to the contrary herein, any fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Lender shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such Letter of Credit pursuant to Section 2.26(a)(iv), with the balance of such fee, if any, payable to the applicable Issuing Lender for its own account.

Fees and Other Charges. (a) The Borrower will pay a fee for the benefit of each Revolving Lender on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the product of (i) the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under made pursuant to the Revolving Facility Commitment of such Revolving Lender and (minus ii) such Revolving Lender's daily Revolving Percentage of the fronting fee referred to below), on the face undrawn and unexpired amount of such Letter each Letters of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, (x) the Borrower shall pay all accrued Letter of Credit fees through the Amendment No. 2 Effective Date on the Amendment No. 2 Effective Date and (y) for the avoidance of doubt, any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to this Section 3 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable Law, to the Borrower prior other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters with respect to each Letter of Credit issued by it to the Borrower at a per annum rate of 0.125% or a lower rate separately agreed to by between the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the relevant issuance date. (b) In addition to the foregoing fees, unless otherwise agreed by the relevant Issuing Lender, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested issued by the Borrowerit.

Fees and Other Charges. (a) The Borrower Borrowers will pay a fee on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to (i) in the case of each Standby L/C and Banker’s Acceptance, the Applicable Margin with respect to the aggregate Commitment Percentage of Non-Extending Lenders of the amount of such Standby L/C or Banker’s Acceptance and the Extended Term Applicable Margin with respect to the aggregate Commitment Percentage of Extending Lenders of the amount of such Standby L/C or Banker’s Acceptance, in each case then in effect with respect to Eurocurrency Loans under Eurodollar Rate Advances and (ii) in the Revolving Facility (minus case of each Commercial L/C, 50% of the fronting fee referred Applicable Margin with respect to below), on the face aggregate Commitment Percentage of Non-Extending Lenders of the amount of such Letter Commercial L/C and 50% of Creditthe Extended Term Applicable Margin with respect to the aggregate Commitment Percentage of Extending Lenders of the amount of such Commercial L/C, which fee shall be in each case then in effect with respect to Eurodollar Rate Advances, in each case shared ratably among the Revolving Non-Extending Lenders and Extending Lenders, respectively, and payable quarterly in arrears on the 5th day subsequent to the last day of each Fee Payment Date April, July, October and January after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower Borrowers shall pay to each the Issuing Lender for its own account a fronting fee on the aggregate face in an amount of all outstanding Letters of Credit issued by it to the Borrower separately be agreed to upon by the Borrower and such applicable Issuing Lender and the Borrowers (but in any no event not to exceed 0.250.125% per annum)) on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on the 5th day subsequent to the last day of each Fee Payment Date April, July, October and January after the issuance date. (b) In addition to the foregoing fees, the Borrower Borrowers shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit, unless otherwise agreed.

Fees and Other Charges. (a) The Borrower will pay a fee (i) on each the undrawn and unexpired amount of all outstanding Letter Performance Letters of Credit requested by it, and import (documentary) Letters of Credit at a per annum rate equal to 75% of the Applicable Margin then in effect with respect to Eurocurrency Loans (other than Eurocurrency Competitive Loans) under the Domestic Facility and (ii) on the undrawn and unexpired amount of all other outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect for with respect to Eurocurrency Loans (other than Eurocurrency Competitive Loans) under the Revolving Facility (minus the fronting fee referred to below)Domestic Facility, on the face amount of such Letter of Creditin each case, which fee shall be shared ratably among the Revolving Domestic Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share date in the case of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during issued on or after the period prior to Closing Date, or after the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by Closing Date, in the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share case of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lenderreferred to in Section 3.09. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee at the rate per annum set forth in the applicable Fee Letter or as separately agreed to between the Borrower and the relevant Issuing Lender on the aggregate face undrawn and unexpired amount of all outstanding Letters each Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)Lender, payable quarterly in arrears on each L/C Fee Payment Date after the issuance datedate in the case of Letters of Credit issued on or after the Closing, or after the Closing Date, in the case of Letters of Credit referred to in Section 3.09. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee on each the actual daily undrawn amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)SOFR Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatsuch fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn, outstanding amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date; provided, however, that any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to subsection 5.1 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable law, to the Borrower prior other Lenders in accordance with the upward adjustments in their respective Revolving Credit Commitment Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to subsection 2.19(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee on in the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)and the Borrower on the actual daily undrawn, outstanding amount of each Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; such fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn, outstanding amount of such - 66 - Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, examining documents under, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Each applicable Borrower will pay a fee on each all outstanding Letter Letters of Credit requested by itin U.S. Dollars (with respect to any Letters of Credit denominated in a Foreign Currency, based on the Dollar Equivalent thereof) issued for the account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary) at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Term Benchmark Loans or RFR Loans, as the case may be, at such time under the Revolving Facility (minus the fronting fee referred to below)Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and Lenders. Such fees shall be payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the each applicable Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on equal to 0.125% per annum (or such lesser amount separately agreed in writing between the aggregate face relevant Issuing Lender and the Parent) of the undrawn and unexpired amount of all outstanding Letters each Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender for the account of such Borrower (but in or for the joint and several account of such Borrower and any event not to exceed 0.25% per annumSubsidiary), payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the each applicable Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by issued for the Borroweraccount of such Borrower (or for the joint and several account of such Borrower and any Subsidiary).

Fees and Other Charges. (a) The Borrower will pay a fee on agrees to pay, in Dollars, with respect to each Existing Letter of Credit and each outstanding Letter of Credit requested by itissued for the account of (or at the request of) the Borrower, at (i) a fronting fee of 0.125% per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount Dollar Equivalent of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate daily amount available to be drawn on any outstanding Letters under each such Letter of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each applicable Issuing Lender for its own account (a fronting “Letter of Credit Fronting Fee”), (ii) a letter of credit fee on equal to the aggregate face amount of all outstanding Applicable Margin relating to Letters of Credit issued multiplied by it the Dollar Equivalent of the daily amount available to be drawn under each such Letter of Credit on the drawable amount of such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in accordance with their respective L/C Percentages) (a “Letter of Credit Fee”), and (iii) each Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of (or at the request of) the Borrower separately agreed to or processing of drawings thereunder (the fees in this clause (iii), collectively, the “Issuing Lender Fees”). The Issuing Lender Fees shall be paid when required by the Borrower applicable Issuing Lender, and such Issuing Lender (but in any event not to exceed 0.25% per annum), the Letter of Credit Fronting Fee and the Letter of Credit Fee shall be payable quarterly in arrears on the last Business Day of March, June, September and December of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date Date”) after the issuance datedate of such Letter of Credit. All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender Lender, in Dollars, for the Dollar Equivalent of such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the applicable Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as such Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, in accordance with Section 2.21(a)(iii)(C). (e) All fees payable pursuant to this Section 3.3 shall be fully-earned on the Borrowerdate paid and shall not be refundable for any reason.

Fees and Other Charges. (a) The Borrower will pay a fee on agrees to pay, with respect to each outstanding Letter of Credit requested by it(other than the Existing Letters of Credit) issued for the account of (or at the request of) the Borrower, at (i) a fronting fee of 0.125% per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate daily amount available to be drawn on any outstanding Letters under each such Letter of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account (a fronting “Letter of Credit Fronting Fee”), (ii) a letter of credit fee on equal to the aggregate face amount of all outstanding Applicable Margin relating to Letters of Credit issued multiplied by it the daily amount available to be drawn under each such Letter of Credit on the drawable amount of such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in accordance with their respective L/C Percentages) (a “Letter of Credit Fee”), and (iii) the Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of (or at the request of) Borrower separately agreed to or processing of drawings thereunder (the fees in this clause (iii), collectively, the “Issuing Lender Fees”). The Issuing Lender Fees shall be paid when required by the Borrower Issuing Lender, and such Issuing Lender (but in any event not to exceed 0.25% per annum), the Letter of Credit Fronting Fee and the Letter of Credit Fee shall be payable quarterly in arrears on the last Business Day of March, June, September and December of each Fee Payment year and on the Letter of Credit Maturity Date after the issuance datedate of such Letter of Credit. All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the Borrowerother L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such Letter of Credit Fees, if any, payable to the Issuing Lender for its own account. (e) All fees payable pursuant to this Section 3.3 shall be fully-earned on the date paid and shall not be refundable for any reason.

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency EurocurrencyTerm SOFR Loans under the Revolving Facility (minus the fronting fee referred to below), on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 LenderXxxxxx’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d) and with respect to any L/C Shortfall either (i) if the Borrower has paid to the Administrative Agent, an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent, for the account of the Borrower or (ii) otherwise, for the account of the Issuing Lenders, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.

Fees and Other Charges. (a) The Borrower will pay a fee on agrees to pay, in Dollars, with respect to each Existing Letter of Credit and each outstanding Letter of Credit requested by itissued for the account of (or at the request of) the Borrower, (i) at all times during which more than one Lender is party to this Agreement, a fronting fee of 0.125% per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount Dollar Equivalent of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate daily amount available to be drawn on any outstanding Letters under each such Letter of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each applicable Issuing Lender for its own account (a fronting “Letter of Credit Fronting Fee”), (ii) a letter of credit fee on equal to the aggregate face amount of all outstanding Applicable Margin relating to Letters of Credit issued multiplied by it the Dollar Equivalent of the daily amount available to be drawn under each such Letter of Credit on the drawable amount of such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in accordance with their respective L/C Percentages) (a “Letter of Credit Fee”), and (iii) each Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of (or at the request of) the Borrower separately agreed to or processing of drawings thereunder (the fees in this clause (iii), collectively, the “Issuing Lender Fees”). The Issuing Lender Fees shall be paid when required by the Borrower applicable Issuing Lender, and such Issuing Lender (but in any event not to exceed 0.25% per annum), the Letter of Credit Fronting Fee and the Letter of Credit Fee shall be payable quarterly in arrears on the last Business Day of March, June, September and December of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date Date”) after the issuance datedate of such Letter of Credit. All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender Lender, in Dollars, for the Dollar Equivalent of such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the applicable Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as such Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the Borrowerother L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.21(a)(iv), with the balance of such Letter of Credit Fees, if any, payable to the applicable Issuing Lender for its own account. (e) All fees payable pursuant to this Section 3.3 shall be fully-earned on the date paid and shall not be refundable for any reason.

Fees and Other Charges. (a) The Borrower will pay a fee on each the actual daily undrawn amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)EurodollarSOFR Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatsuch fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn, outstanding amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date; provided, however, that any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to subsection 5.1 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable law, to the Borrower prior other Lenders in accordance with the upward adjustments in their respective Revolving Credit Commitment Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to subsection 2.19(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee on in the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)and the Borrower on the actual daily undrawn, outstanding amount of each Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; such fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn, outstanding amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, examining documents under, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee on agrees to pay, with respect to each Existing Letter of Credit and each outstanding Letter of Credit requested by itissued for the account of (or at the request of) the Borrower, at (i) a fronting fee of 0.125% per annum rate on the Dollar Equivalent of the daily amount available to be drawn under each such Letter of Credit to the Issuing Lender for its own account (a “Letter of Credit Fronting Fee”), and (ii) a letter of credit fee equal to the Applicable Margin then for EurodollarSOFR Loans; multiplied by (B) the Dollar Equivalent of the daily amount available to be drawn under each such Letter of Credit on the drawable amount of such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in effect accordance with respect to Eurocurrency Loans under the Revolving Facility their respective L/C Percentages) (minus the fronting fee referred to belowa “Letter of Credit Fee”), in each case payable quarterly in arrears on the face amount last Business Day of each calendar quarter and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date”) after the issuance date of such Letter of Credit, which fee shall be shared ratably among and (iii) the Revolving Lenders Issuing Lender’s standard and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, reasonable fees with respect to any Defaulting Lenderthe issuance, such Lender’s ratable share amendment, renewal or extension of any letter Letter of credit fee accrued Credit issued for the account of (or at the request of) the Borrower or processing of drawings thereunder (the fees in this clause (iii), collectively, the “Issuing Lender Fees”). All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed on the aggregate basis of the actual number of days elapsed in a year of 360 days. For purposes of computing the Dollar Equivalent of the daily amount available to be drawn on under any outstanding Letters Letter of Credit during Credit, the period prior to the time amount of 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but determined in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance dateaccordance with Section 1.5. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may reasonably require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the Borrowerother L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.24(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own account. (e) All fees payable under this Section 3.3 shall be fully earned on the date paid and nonrefundable.

Fees and Other Charges. (a) The Borrower will pay a fee on each the daily aggregate undrawn Stated Amount of all outstanding Letter Revolving Credit Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Revolving Facility (minus the fronting fee referred to below)Credit Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date. (b) The Borrower will pay to Revolving Administrative Agent for the ratable benefit of each Funded L/C Participant a fee calculated on the daily amount of such Funded L/C Participant’s Credit Linked Deposit (the “Funded Letter of Credit Fee”), for the period from and including the Closing Date after to the issuance date; provided thatdate on which the full amount of such Credit Linked Deposit is returned to such Funded L/C Participant, with respect at a rate per annum equal to any Defaulting Lenderthe Applicable Margin then in effect for Term Loans which are Eurodollar Loans, such Lender’s ratable share of any letter of credit fee accrued payable quarterly in arrears on the aggregate amount available to be drawn on any outstanding Letters of Credit during the period prior each L/C Fee Payment Date. (c) The Borrower shall pay 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue L/C Arranger, for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to L/C Arranger and each Issuing Lender for its own account designated by it, a fronting fee on the aggregate face amount Stated Amount of all outstanding Letters of Credit issued by such Issuing Lender in the amounts and at the times separately agreed between the Borrower and the L/C Arranger. The Borrower shall further pay each other Issuing Lender, if any, a fronting fee on the aggregate Stated Amount of all outstanding Letters of Credit issued by it to in the Borrower amounts and at the times separately agreed to by between the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance dateLender. (bd) In addition to the foregoing fees, the Borrower shall pay or reimburse the L/C Arranger and each Issuing Lender Lender, as the case may be, for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee on each the aggregate daily average drawable amount of all outstanding Letter Letters of Credit requested by it, issued for the Borrower’s account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Credit Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share date of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters such Letter of Credit during the period prior (subject to the time such Lender became a Defaulting Lender and unpaid at such time shall not be Borrower’s payment of increased fees payable by the Borrower so long as such Lender shall be a Defaulting Lender except to Revolving Credit Lenders under any Replacement Revolving Facility or under any Extended Revolving Credit Facility to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lenderpermitted hereunder). In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face daily average drawable amount of all outstanding Letters of Credit issued for the Borrower’s account by it such Issuing Lender of an amount to the Borrower separately be agreed to upon by the Borrower and such the relevant Issuing Lender (but in any no event not to exceed greater than 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after such terms as are agreed to by the issuance dateBorrower and the Issuing Lender. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by issued for the Borrower’s account.

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, notwithstanding that a Letter of Credit may be denominated in any Permitted Foreign Currency, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d) and with respect to any L/C Shortfall either (i) if the Borrower has paid to the Administrative Agent, an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent, for the account of the Borrower or (ii) otherwise, for the account of the Issuing Lenders, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, notwithstanding that a Letter of Credit may be denominated in any Permitted Foreign Currency, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.250.125% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.

Fees and Other Charges. (a) The US Borrower will pay a fee to the Administrative Agent (i) for the account of each US Borrower Extended Revolving Lender, on each such Lender’s US Borrower Revolving Percentage (to the extent attributable to such Lender’s US Borrower Extended Revolving Commitment) on the average aggregate daily undrawn and unexpired amount of all outstanding Letter US Borrower Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the US Borrower Extended Revolving Facility and (minus ii) for the fronting fee referred to below)account of each US Borrower Non-Extended Revolving Lender, on such Lender’s US Borrower Revolving Percentage (to the face extent attributable to such Lender’s US Borrower Non-Extended Revolving Commitment) on the average aggregate daily undrawn and unexpired amount of such Letter all outstanding US Borrower Letters of CreditCredit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the US Borrower Non-Extended Revolving Facility, which fee shall be shared ratably among the Revolving Lenders and in each case payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the US Borrower shall pay to each the Issuing Lender directly for its own account account, in advance, on the date of issuance of each Letter of Credit for the period from such date to but not including the same day in the third full month following such issuance date and, thereafter, on such date in each third month thereafter and on the expiration date of the Letter of Credit, a fronting fee calculated at the per annum rate of 0.25% on the aggregate face amount of all outstanding Letters available for drawing under such Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and on such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance payment date. (b) In addition to the foregoing fees, the US Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any US Borrower Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will shall pay to the Administrative Agent, for the account of the Revolving Lenders, a fee on each outstanding Letter with respect to (x) the Standby Letters of Credit requested by it, in an amount calculated on the L/C Obligations in respect of the Standby Letters of Credit from time to time outstanding during each period for which payment is made at a rate per annum rate equal to the Applicable Margin L/C Rate then in effect with respect effect, payable in arrears on each L/C Fee Payment Date commencing on the first of such days to Eurocurrency Loans under occur after the Revolving Facility Closing Date, and (minus y) the fronting fee referred Documentary Letters of Credit at a rate per annum equal to below), 1/2 of 1% (.50%) on the face amount of such each Documentary Letter of Credit, which fee payable (i) when issued with respect to the period from the date of issuance of such Documentary Letter of Credit to the then stated expiration date thereof, (ii) on the date of any increase in such face amount, from the date of such increase to the then stated expiration date thereof, and (iii) on the date of any extension of such Documentary Letter of Credit with respect to the period of such extension. Such fees shall be shared ratably among the Revolving Lenders in accordance with their respective Revolving Commitment Percentages and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance datenonrefundable. (b) In addition to the foregoing feesfee, the Borrower shall also pay or reimburse each Issuing Lender to the Letter of Credit Bank for its sole benefit (i) such customary fees, costs and expenses in connection with the Letters of Credit as may be separately agreed by the Borrower and to between such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested Bank and the Borrower, (ii) a fronting fee calculated at the rate of 1/8 of 1% per annum on the L/C Obligations in respect of the Standby Letters of Credit from time to time outstanding during each month in which any Standby Letter of Credit is outstanding and (iii) a fronting fee calculated at the rate of 1/4 of 1% (.25%) per annum on the L/C Obligations in respect of Documentary Letters of Credit from time to time outstanding during each month in which any Documentary Letter of Credit is outstanding. Such fronting fees shall be payable in arrears on each L/C Fee Payment Date, commencing on the first of such days to occur after the Closing Date, and shall be nonrefundable. (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to the Letter of Credit Bank and the L/C Participants all fees received by the BorrowerAdministrative Agent for their respective accounts pursuant to this Section 3.3.

Fees and Other Charges. (a) The Each Borrower will pay a fee to the Administrative Agent, for the ratable benefit of the Revolving Credit Lenders, on each the daily aggregate drawable amount of all outstanding Letter Letters of Credit requested by it, of such Borrower at a per annum rate equal to the Applicable Margin then in effect for such Borrower with respect to Eurocurrency Term SOFR Loans under the Revolving Credit Facility (minus ( the fronting fee referred to below“Letter of Credit Fee”), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages, and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, any fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to Section 3.1(c) shall be a Defaulting Lender except payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.21(a)(iv), with the balance of such fee, if any, payable to applicable Borrower to the extent that such Lender’s ratable share Borrower has provided Cash Collateral on account of any letter of credit fee shall such Defaulting Lender pursuant to Section 2.22(a) and otherwise have been due and payable by to the Borrower prior to such timeapplicable Issuing Lender for its own account; provided further that any fee payable to a Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lendersubject to Section 2.21(a)(iii). In addition, except as otherwise agreed to between the relevant Issuing Lender and the Borrowers, each Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face drawable amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25of 0.125% per annum), payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. Notwithstanding anything to the contrary contained herein, while any of the events described in Section 8(f) shall have occurred and be continuing with respect to any Borrower, the Letter of Credit Fee for such Borrower shall accrue at a rate equal to the Applicable Margin plus 2% per annum. (b) In addition to the foregoing fees, the each Borrower shall pay or reimburse each applicable Issuing Lender quarterly in arrears on each L/C Fee Payment Date for such reasonable, normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee on each the aggregate drawable amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under EurodollarSOFR Loans, shared ratably among the Revolving Facility Loan Lenders in accordance with their respective Percentages and payable quarterly in arrears on each Fee Payment Date after the issuance date, provided that any Defaulting Lender shall not be entitled to receive any portion of such fee and the calculation of such fee shall exclude the amount that such Defaulting Lender is obligated to fund under Section 3.4(a) from and after the date such amount is secured by Cash Collateral in accordance with Section 3.13. On and after the occurrence of an Event of Default, until the time when such Event of Default shall have been cured or waived in writing by the Required Lenders or all the Revolving Loan Lenders (minus as required by this Agreement), the foregoing fee shall be increased by two percent (2.00%) payable on demand. (b) The Borrower shall pay directly to the Issuing Lender for its own account a fronting fee referred in an amount with respect to below), on each Letter of Credit equal to 0.10% per annum of the face amount of such Letter of CreditCredit or such other fee as may be agreed upon as between the Borrower and the Issuing Lender, which fee shall be shared ratably among the Revolving Lenders due and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided thatprovided, with respect to any Defaulting Lender, such Lender’s ratable share that in the case of any letter an increase in the amount of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters a Letter of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) thereof, such fronting fee shall be payable only on the increased amount thereof. In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending amending, renewing or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the related Revolving Facility (minus the fronting fee referred to below)Facility, on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the applicable Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided provided, that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further provided, further, that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue (x) for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d), (y) for the account of the Borrower with respect to any L/C Shortfall if the Borrower has paid to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the applicable Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent, or (z) for the account of the applicable Issuing Lenders, in any other instance, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed Borrower, equal to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)L/C Fronting Fee Rate, payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for standard costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.

Fees and Other Charges. (a) The Each Revolving Borrower will pay a fee on agrees to pay, with respect to each outstanding Letter of Credit requested by itissued for the account of (or at the request of) the Borrower, at (i) a per annum rate letter of credit fee equal to the Applicable Margin then in effect with respect for Eurodollar Base Rate Loans multiplied by the daily amount available to Eurocurrency Loans be drawn under the Revolving Facility (minus the fronting fee referred to below), each such Letter of Credit on the face drawable amount of such Letter of CreditCredit to the Administrative Agent for the ratable account of the L/C Lenders (determined in accordance with their respective L/C Percentages) (a “Letter of Credit Fee”), which fee and (ii) the Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of (or at the request of) such Revolving Borrower or processing of drawings thereunder (the fees in this clause (iii), collectively, the “Issuing Lender Fees”). The Issuing Lender Fees shall be shared ratably among paid when required by the Revolving Lenders Issuing Lender and the Letter of Credit Fee shall be payable quarterly in arrears on the last Business Day of March, June, September and December of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date Date”) after the issuance date; provided that, with respect to any Defaulting Lender, date of such Lender’s ratable share Letter of any letter Credit. All Letter of credit fee accrued Credit Fees shall be computed on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account basis of the Borrower so long as such Lender shall be actual number of days elapsed in a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount year of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date360 days. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the Borrowerother L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.24(a)(iv), with the balance of such Letter of Credit Fees, if any, payable to the Issuing Lender for its own account. (e) All fees payable pursuant to this Section 3.3 shall be fully-earned on the date paid and shall not be refundable for any reason.

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Term SOFR Loans under the Revolving Facility (minus the fronting fee referred to below), on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such LenderXxxxxx’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d) and with respect to any L/C Shortfall either (i) if the Borrower has paid to the Administrative Agent, an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent, for the account of the Borrower or (ii) otherwise, for the account of the Issuing Lenders, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.

Fees and Other Charges. (a) The Borrower will pay a fee on each the aggregate drawable amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under Eurodollar Loans, shared ratably among the Revolving Facility Loan Lenders in accordance with their respective Percentages and payable quarterly in arrears on each Fee Payment Date after the issuance date, provided that any Defaulting Lender shall not be entitled to receive any portion of such fee and the calculation of such fee shall exclude the amount that such Defaulting Lender is obligated to fund under Section 3.4(a) from and after the date such amount is secured by Cash Collateral in accordance with Section 3.13. On and after the occurrence of an Event of Default, until the time when such Event of Default shall have been cured or waived in writing by the Required Lenders or all the Revolving Loan Lenders (minus as required by this Agreement), the foregoing fee shall be increased by two percent (2.00%) payable on demand. (b) The Borrower shall pay directly to the Issuing Lender for its own account a fronting fee referred in an amount with respect to below), on each Letter of Credit equal to 0.10% per annum of the face amount of such Letter of CreditCredit or such other fee as may be agreed upon as between the Borrower and the Issuing Lender, which fee shall be shared ratably among the Revolving Lenders due and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided thatprovided, with respect to any Defaulting Lender, such Lender’s ratable share that in the case of any letter an increase in the amount of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters a Letter of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) thereof, such fronting fee shall be payable only on the increased amount thereof. In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending amending, renewing or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Facilities, on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the applicable Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided provided, that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further provided, further, that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue (x) for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d), (y) for the account of the Borrower with respect to any L/C Shortfall if the Borrower has paid to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the applicable Issuing Lenders hereunder in a Cash Collateral Account, or (z) for the account of the applicable Issuing Lenders, in any other instance, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed Borrower, equal to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)L/C Fronting Fee Rate, payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for standard costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.

Fees and Other Charges. (a) The Borrower will shall pay a fee on the aggregate drawable amount of each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the constituting Revolving Facility (minus the fronting fee referred to below)Credit 2 Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit 2 Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance datedate of such Letter of Credit; provided thatprovided, however, that any such fee accrued with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the such Borrower prior to such time; and provided further that any Defaulting Lender’s ratable share of any letter of credit no such fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account benefit of the Borrower a Defaulting Lender so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee equal to 0.125% per annum on the aggregate face drawable amount of all each outstanding Letters Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% less than $500.00 per annumannum per Letter of Credit), payable quarterly in arrears on each L/C Fee Payment Date after the issuance datedate of such Letter of Credit. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or customarily charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee on each the actual daily undrawn amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Eurodollar Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatsuch fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn, outstanding amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date; provided, however, that any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to subsection 5.1 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable law, to the Borrower prior other Lenders in accordance with the upward adjustments in their respective Revolving Credit Commitment Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to subsection 2.19(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee on in the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)and the Borrower on the actual daily undrawn, outstanding amount of each Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; such fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn, outstanding amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee on each outstanding (the “Letter of Credit requested by it, Fee”) on the maximum daily amount available to be drawn under all Letters of Credit at a per annum rate equal to the Applicable Margin Rate then in effect with respect multiplied by the maximum daily amount available to Eurocurrency Loans be drawn under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter Letters of Credit, which fee shall be shared ratably among the Revolving Lenders in accordance with their respective Revolving Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that: provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting LenderLender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this Section 3 shall be payable, to the maximum extent permitted by applicable Requirements of Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such Lender’s ratable share Letter of any letter Credit pursuant to Section 2.22(a)(iv), with the balance of credit fee accrued on such fee, if any, payable to the aggregate Issuing Lender for its own account. For purposes of computing the maximum daily amount available to be drawn on under any outstanding Letters Letter of Credit during Credit, the period prior to the time amount of 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lenderdetermined in accordance with Section 1.3. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee on the aggregate face undrawn and unexpired amount of all outstanding Letters each Letter of Credit issued by it to it, at the Borrower separately agreed to by rate per annum specified in the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)Fee Letter, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender on demand for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to (i) with respect to Revolving Letters of Credit the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Revolving Facility (minus the fronting fee referred to below)Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and (ii) with respect to Tranche B-1 Letters of Credit, the Applicable Margin with respect to Eurodollar Loans under the Tranche B-1 Facility, shared ratably among the Tranche B-1 Lenders. Such fees shall be payable (A) with respect to Revolving Letters of Credit, quarterly in arrears on each L/C Fee Payment Date after the issuance date and (B) with respect to Tranche B-1 Letters of Credit, monthly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee in an amount per annum separately agreed with the Issuing Lender on the aggregate face undrawn and unexpired amount of all outstanding each Letter of Credit, payable (i) with respect to Revolving Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and (ii) with respect to Tranche B-1 Letters of Credit, monthly in arrears on each L/C Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will Company shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a participation fee on each outstanding Letter with respect to the Commercial Letters of Credit requested by it, (other than Usance Letters of Credit in respect of which a banker's acceptance has been issued or a deferred payment has been created) at a per annum rate equal to the Applicable Margin then from time to time in effect with respect to Eurocurrency Eurodollar Revolving Credit Loans under the Revolving Facility (minus the fronting fee referred to below), 0.25% on the face average daily aggregate amount available to be drawn under such Commercial Letters of such Letter of Credit, Credit during the period for which payment is made. Such participation fee shall be payable to the Lenders to be shared ratably among the Revolving Lenders and them in accordance with their respective Commitment Percentages. Such participation fee shall be payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to and shall be drawn on any outstanding Letters of Credit during the period prior nonrefundable. (b) The Company shall pay 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue Administrative Agent, for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account and the L/C Participants, a fronting participation fee on with respect to the aggregate face amount of all outstanding Standby Letters of Credit and the Usance Letters of Credit in respect of which a banker's acceptance has been issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date.or a (bc) In addition to the foregoing fees, (i) the Borrower Company shall pay to the Issuing Lender, for its own account, a fronting fee in respect of each Letter of Credit equal to a per annum rate agreed upon between the Company and the Issuing Lender on the average daily aggregate amount available to be drawn under such Letter of Credit during the period for which payment is made; such fronting fee shall be payable quarterly in arrears on each L/C Fee Payment Date and shall be nonrefundable; and (ii) the Company shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested Credit. (d) The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all fees received by the BorrowerAdministrative Agent for their respective accounts pursuant to this Section.

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)applicable Facilities, on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the applicable Tranche A Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided provided, that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further provided, further, that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue (x) for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d), (y) for the account of the Borrower with respect to any L/C Shortfall if the Borrower has paid to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the applicable Issuing Lenders hereunder in a Cash Collateral Account, or (z) for the account of the applicable Issuing Lenders, in any other instance, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed Borrower, equal to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)L/C Fronting Fee Rate, payable quarterly in arrears on each Fee Payment Date after the issuance datedate (the “L/C Fronting Fee”). (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.

Fees and Other Charges. (a) The Borrower will pay a fee for the benefit of each Revolving Lender on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the product of (i) the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under made pursuant to the Revolving Facility Commitments of such Revolving Lender that has a risk participation in Letters of Credit and (minus ii) such Revolving Lender’s daily Revolving Percentage of the fronting fee referred to below), on the face undrawn and unexpired amount of such Letter each Letters of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, for the avoidance of doubt, any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to this Section 3 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable Law, to the Borrower prior other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters with respect to each Letter of Credit issued by it to the Borrower at a per annum rate of 0.125% or a lower rate separately agreed to by between the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the relevant issuance date. (b) In addition to the foregoing fees, unless otherwise agreed by the relevant Issuing Lender, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested issued by the Borrowerit.

Fees and Other Charges. (a) The Borrower will pay a fee on Borrowers agree to pay, with respect to each outstanding Letter of Credit requested by it(other than any Existing Letter of Credit) issued for the account of (or at the request of) the Borrowers, at (i) a fronting fee of 0.125% per annum rate equal on the drawable amount of such Letter of Credit to the Applicable Margin then Issuing Lender, and (ii) a fee of 2.00% per annum on the drawable amount of such Letter of Credit (the “L/C Fee”) to the Administrative Agent for the ratable account of the L/C Lenders (determined in effect accordance with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to belowtheir respective L/C Percentages), in each case payable quarterly in arrears on the face amount last Business Day of March, June, September and December of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date”) after the issuance date of such Letter of Credit, which fee shall be shared ratably among as well as the Revolving Lenders Issuing Lender’s standard and payable quarterly reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of (or at the request of) the Borrowers or processing of drawings thereunder (the L/C Fee and the other fees in arrears on each Fee Payment Date after this Section 3.3, collectively, the issuance date“Issuing Lender Fees”); provided that, until such time as each Existing Letter of Credit shall have expired or been returned undrawn, the Borrowers shall continue to pay the fees set forth in the Existing Credit Agreement with respect to any Defaulting Lender, such Lender’s ratable share each Existing Letter of any letter of credit fee accrued Credit. All Issuing Lender Fees shall be computed on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account basis of the Borrower so long actual number of days elapsed in a 365- (or 366-, as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance datecase may be) day year. (b) In addition to the foregoing fees, the Borrower Borrowers shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrowers shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any letter of credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the Borrowerother L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own account. (e) At any time that an Event of Default exists, the amount of the L/C Fee set forth in clause (ii) of Section 3.3(a) shall be increased by adding 2.00% per annum thereto.

Fees and Other Charges. (a) The Each applicable Borrower will pay a fee on each all outstanding Letter Letters of Credit requested by it(with respect to any Existing Letters of Credit denominated in a Foreign Currency, based on the Dollar Equivalent thereof) issued for the account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary) at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Revolving Facility (minus the fronting fee referred to below)Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and Lenders. Such fees shall be payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the each applicable Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee in an amount per annum separately agreed with such Issuing Lender on the aggregate face undrawn and unexpired amount of all outstanding Letters each Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender for the account of such Borrower (but in or for the joint and several account of such Borrower and any event not to exceed 0.25% per annumSubsidiary), payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the each applicable Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by issued for the Borroweraccount of such Borrower (or for the joint and several account of such Borrower and any Subsidiary).

Fees and Other Charges. (a) The Borrower Borrowers will pay to the Administrative Agent, for the account of the Lenders, a fee on each the daily amount available to be drawn under all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred Eurodollar Loans, to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Lenders in accordance with their respective Revolving Lenders Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after Date; provided, however, that (i) any letter of credit fees otherwise payable pursuant to this paragraph for the issuance date; provided that, account of a Defaulting Lender with respect to any Fronted Letter of Credit as to which such Defaulting LenderLender has not provided Cash Collateral satisfactory to the applicable Issuing Lender pursuant to Section 3.1 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Credit Percentages allocable to such Lender’s ratable share Fronted Letter of Credit pursuant to Section 2.20(a)(iv), with the balance of such fee, if any, payable to the applicable Issuing Lender for its own account, (ii) the Borrowers shall not be required to pay any letter of credit fee accrued on fees pursuant to this paragraph in respect of such portion of the aggregate amount available to be drawn on any outstanding Fronted Letters of Credit during for which it has furnished Cash Collateral in accordance with the period prior terms hereof to reduce the time such Lender became a Fronting Exposure of any 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 Lender’s ratable share of (iii) any letter of credit fee shall fees otherwise have been due and payable by the Borrower prior pursuant to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue this paragraph for the account of the Borrower so long as such a Defaulting Lender with respect to any Pro Rata Letter of Credit shall be a Defaulting Lenderpayable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Credit Percentages with respect to such Pro Rata Letter of Credit pursuant to Section 2.20(a)(iv), and the Borrowers shall not be required to pay the balance of any such letter of credit fees. In addition, the Borrower Borrowers shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face daily amount of available to be drawn under all outstanding Fronted Letters of Credit issued by it to such Issuing Lender at a rate and at the Borrower times separately agreed to upon by the Borrower Borrowers and such Issuing Lender (but Lender. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance dateaccordance with Section 1.3. (b) In addition to the foregoing fees, the Borrower Borrowers shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Each Revolving Borrower will pay a fee on agrees to pay, with respect to each Existing Letter of Credit and each outstanding Letter of Credit requested by itissued for the account of (or at the request of) the Borrower, (i) at all times during which more than one Lender is party to this Agreement, a fronting fee of 0.125% per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate daily amount available to be drawn on any outstanding Letters under each such Letter of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account (a fronting “Letter of Credit Fronting Fee”), (ii) a letter of credit fee on equal to the aggregate face amount of all outstanding Applicable Rate relating to Letters of Credit issued multiplied by it the daily amount available to be drawn under each such Letter of Credit on the drawable amount of such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in accordance with their respective L/C Percentages) (a “Letter of Credit Fee”), and (iii) the Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of (or at the request of) such Revolving Borrower separately agreed to or processing of drawings thereunder (the fees in this clause (iii), collectively, the “Issuing Lender Fees”). The Issuing Lender Fees shall be paid when required by the Borrower Issuing Lender, and such Issuing Lender (but in any event not to exceed 0.25% per annum), the Letter of Credit Fronting Fee and the Letter of Credit Fee shall be payable quarterly in arrears on the last Business Day of March, June, September and December of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date Date”) after the issuance datedate of such Letter of Credit. All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the Borrowerother L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such Letter of Credit Fees, if any, payable to the Issuing Lender for its own account. (e) All fees payable pursuant to this Section 3.3 shall be fully-earned on the date paid and shall not be refundable for any reason.

Fees and Other Charges. (a) The Borrower will pay a fee on each the actual daily undrawn and unexpired amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Eurodollar Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatsuch fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn and unexpired amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date; provided, however, that any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to subsection 5.1 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable law, to the Borrower prior other Lenders in accordance with the upward adjustments in their respective Revolving Credit Commitment Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to subsection 2.22(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee on in the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)and the Borrower on the actual daily undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; such fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn and unexpired amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee for the benefit of each Revolving Lender on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the product of (i) the Applicable Margin then in effect with respect to Eurocurrency Term SOFR Loans under made pursuant to the Revolving Facility Commitments of such Revolving Lender that has a risk participation in Letters of Credit and (minus ii) such Revolving Lender’s daily Revolving Percentage of the fronting fee referred to below), on the face undrawn and unexpired amount of such Letter each Letters of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, for the avoidance of doubt, any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to this Section 3 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable Law, to the Borrower prior other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters with respect to each Letter of Credit issued by it to the Borrower at a per annum rate of 0.125% or a lower rate separately agreed to by between the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the relevant issuance date. (b) In addition to the foregoing fees, unless otherwise agreed by the relevant Issuing Lender, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested issued by the Borrowerit.

Fees and Other Charges. (a) The Borrower will pay a fee to the Administrative Agent, for the ratable benefit of the Revolving Credit Lenders, on each the daily aggregate drawable amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Revolving Facility (minus the fronting fee referred to below)Credit Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lenderprovided, however that no such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn shall accrue on any outstanding Letters of the Revolving Credit during the period prior to the time such Lender became Commitment of 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 (other than as a result of clause b in the definition of “Defaulting Lender”), provided that to the extent that a Defaulting Lender is not entitled to receive such Lender’s ratable share of any letter of credit fees as set forth above, such fee shall otherwise have been due and payable by be paid to the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting LenderIssuing Bank. In addition, except as otherwise agreed to between the relevant Issuing Lender and the Borrower, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face drawable amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25of 0.125% per annum), payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender quarterly in arrears on each L/C Fee Payment Date for such reasonable, normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee for the benefit of each Revolving Lender on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the product of (i) the Applicable Margin then in effect with respect to Eurocurrency Term SOFR Loans under made pursuant to the Revolving Facility Commitments of such Revolving Lender that has a risk participation in Letters of Credit and (minus ii) such Revolving Lender’s daily Revolving Percentage of the fronting fee referred to below), on the face undrawn and unexpired amount of such Letter each Letters of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, for the avoidance of doubt, any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to this Section 3 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable Law, to the Borrower prior other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters with respect to each Letter of Credit issued by it to the Borrower at a per annum rate of 0.125% or a lower rate separately agreed to by between the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the relevant issuance date. (b) In addition to the foregoing fees, unless otherwise agreed by the relevant Issuing Lender, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested issued by the Borrower.it. - 69-

Fees and Other Charges. (a) The Borrower will pay a fee on agrees to pay, with respect to each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue issued for the account of (or at the Borrower so long as such Lender shall be request of) the Borrower, (i) a Defaulting Lender. In addition, fronting fee to the Borrower shall pay to each Issuing Lender for its own account a fronting fee of 0.125% per annum on the aggregate face actual daily amount of all outstanding Letters the L/C Exposure (a “Letter of Credit Fronting Fee”), (ii) to the Administrative Agent for the ratable account of the L/C Lenders (determined in accordance with their respective L/C Percentages), a letter of credit fee equal to the Applicable Margin for Revolving Loans that are Eurodollar Loans multiplied by the actual daily amount of the L/C Exposure (a “Letter of Credit Fee”), and (iii) the Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it to for the account of (or at the request of) such Revolving Borrower separately agreed to by or processing of drawings thereunder (the Borrower and such fees in this clause (iii), collectively, the “Issuing Lender (but Fees”). The Letter of Credit Fee shall be payable monthly in any event not to exceed 0.25% per annum)arrears on the last Business Day of each month and on the Letter of Credit Maturity Date, and Letter of Credit Fronting Fee and the Issuing Lender Fees shall be payable quarterly in arrears on the last Business Day of each fiscal quarter and on the Letter of Credit Maturity Date (each of the foregoing, an “L/C Fee Payment Date after Date”). All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed on the issuance datebasis of the actual number of days elapsed in a year of 360 days. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the Borrowerother L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.24(a)(iv), with the balance of such Letter of Credit Fees, if any, payable to the Issuing Lender for its own account. (e) All fees payable pursuant to this Section 3.3 shall be fully-earned on the date paid and shall not be refundable for any reason.

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)applicable Facilities, on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the applicable Tranche A Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided provided, that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further provided, further, that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue (x) for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d), (y) for the account of the Borrower with respect to any L/C Shortfall if the Borrower has paid to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the applicable Issuing Lenders hereunder in a Cash Collateral Account, or (z) for the account of the applicable Issuing Lenders, in any other instance, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee |US-DOCS\115543490.9|| fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed Borrower, equal to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)L/C Fronting Fee Rate, payable quarterly in arrears on each Fee Payment Date after the issuance datedate (the “L/C Fronting Fee”). (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for standard costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.

Fees and Other Charges. (a) The Each Borrower will pay a fee in Dollars on each the Dollar Equivalent of all outstanding Letter Letters of Credit requested by it, (including Letters of Credit denominated in Alternate Currencies) issued for its account at a per annum rate equal to (i) with respect to standby Letters of Credit, the Applicable Margin or (ii) with respect to performance Letters of Credit, two-thirds of the Applicable Margin, in each case, then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the such Borrower shall pay to each the applicable Issuing Lender for its own account a fronting fee in Dollars in an amount agreed by the Company and such Issuing Lender on the aggregate face undrawn and unexpired Dollar Equivalent amount of all outstanding Letters each Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)Lender, payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In Unless otherwise specifically agreed with an Issuing Lender, in addition to the foregoing fees, the each Borrower shall pay or reimburse each such Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested issued for the account of such Borrower. To the extent invoiced, the costs and expenses payable pursuant to this clause (b) shall be due upon receipt and approval by the Borrowerapplicable Borrower of such invoice; provided that if such Borrower shall fail to initiate a good faith dispute with respect to such invoice within five days after receipt thereof, such Borrower shall be deemed to have approved such invoice.

Fees and Other Charges. (a) The Borrower will pay a fee on for each outstanding standby Letter of Credit requested by it, at a per annum rate equal to the “Applicable Margin Margin” then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on of the face amount of such each standby Letter of Credit, which Credit (provided that the minimum fee shall be $300), to be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, in the event that there is more than one Lender at the time a standby Letter of Credit is issued, Borrower shall pay to each Issuing Lender for its own account a fronting fee on at a per annum rate of 0.125 percent of the aggregate face undrawn and unexpired amount of all outstanding Letters each Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)Lender, payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) Borrower will pay a fee for each commercial Letter of Credit at a rate equal to Issuing Lender’s standard pricing for commercial Letters of Credit then in effect based upon the face amount of each commercial Letter of Credit, to be shared ratably among Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, in the event that there is more than one Lender at the time a commercial Letter of Credit is issued, Borrower shall pay to Issuing Lender for its own account a fronting fee at a per annum rate of 0.125 percent of the undrawn and unexpired amount of each Letter of Credit issued by Issuing Lender, payable quarterly in arrears on each Fee Payment Date after the issuance date. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee on agrees to pay, with respect to each Existing Letter of Credit and each outstanding Letter of Credit requested by itissued for the account of (or at the request of) the Borrower, at (i) a fronting fee of 0.125% per annum rate equal on the daily amount available to be drawn under each such Letter of Credit to the Applicable Margin then Issuing Lender for its own account, and (ii) a letter of credit fee of 2.0% per annum multiplied by the daily amount available to be drawn under each such Letter of Credit on the drawable amount of such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in effect accordance with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to belowtheir respective L/C Percentages), in each case payable quarterly in arrears on the face amount last Business Day of March, June, September and December of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date”) after the issuance date of such Letter of Credit, which fee shall be shared ratably among as well as the Revolving Lenders Issuing Lender’s standard and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, reasonable fees with respect to any Defaulting Lenderthe issuance, such Lender’s ratable share amendment, renewal or extension of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue issued for the account of (or at the request of) the Borrower so long as such or processing of drawings thereunder (the fees in this clause (ii), collectively, the “Issuing Lender Fees”). All Issuing Lender Fees shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee computed on the aggregate face amount basis of all outstanding Letters the actual number of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but days elapsed in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance datea year of 360 days. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any letter of credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the Borrowerother L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.23(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own account.

Fees and Other Charges. (a) The Borrower will shall pay a fee on the aggregate drawable amount of each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Revolving Facility (minus the fronting fee referred to below)Credit Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance datedate of such Letter of Credit; provided thatprovided, however, that any such fee accrued with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the such Borrower prior to such time; and provided further that any Defaulting Lender’s ratable share of any letter of credit no such fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account benefit of the Borrower a Defaulting Lender so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee equal to 0.125% per annum on the aggregate face drawable amount of all each outstanding Letters Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% less than $500.00 per annumannum per Letter of Credit), payable quarterly in arrears on each L/C Fee Payment Date after the issuance datedate of such Letter of Credit. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or customarily charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will Company shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a participation fee with respect to the Commercial Letters of Credit (other than Usance Letters of Credit in respect of which a banker's acceptance has been issued or a deferred payment has been created) at a per annum rate equal to the Applicable Margin from time to time in effect with respect to Eurodollar Revolving Credit Loans minus 0.25% on the average daily aggregate amount available to be drawn under such Commercial Letters of Credit during the period for which payment is made. Such participation fee shall be payable to the Lenders to be shared ratably among them in accordance with their respective Commitment Percentages. Such participation fee shall be payable quarterly in arrears on each outstanding Letter L/C Fee Payment Date and shall be nonrefundable. (b) The Company shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a participation fee with respect to the Standby Letters of Credit requested by itand the Usance Letters of Credit in respect of which a banker's acceptance has been issued or a deferred payment has been created, at a per annum rate equal to the Applicable Margin then from time to time in effect with respect to Eurocurrency Eurodollar Revolving Credit Loans under the Revolving Facility (minus the fronting fee referred to below), on the face average daily aggregate amount available to be drawn under such Letters of such Letter of Credit, Credit during the period for which payment is made. Such participation fee shall be payable to the Lenders to be shared ratably among the Revolving Lenders and them in accordance with their respective Commitment Percentages. Such participation fee shall be payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance datenonrefundable. (bc) In addition to the foregoing fees, (i) the Borrower Company shall pay to the Issuing Lender, for its own account, a fronting fee in respect of each Letter of Credit equal to a per annum rate agreed upon between the Company and the Issuing Lender on the average daily aggregate amount available to be drawn under such Letter of Credit during the period for which payment is made; such fronting fee shall be payable quarterly in arrears on each L/C Fee Payment Date and shall be nonrefundable; and (ii) the Company shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested Credit. (d) The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all fees received by the BorrowerAdministrative Agent for their respective accounts pursuant to this Section.

Fees and Other Charges. (ai) The Borrower will pay a fee on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Revolving Facility (minus the fronting fee referred to below)Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Quarterly Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee of 0.125% on the aggregate face undrawn and unexpired amount of all outstanding Letters each Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)Credit, payable quarterly in arrears on each Fee Payment Quarterly Date after the issuance date. (bii) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested Credit. (iii) Each Lender having a Revolving Commitment shall be responsible for its pro rata share (based on such Lender’s Revolving Percentage) of any and all reasonable out-of-pocket costs, expenses (including, without limitation, reasonable legal fees) and disbursements which may be incurred or made by the Issuing Lender in connection with the collection of any amounts due under, the administration of, or the presentation or enforcement of any rights conferred by any Letter of Credit, the Borrower’s or any guarantor’s obligations to reimburse or otherwise. In the event the Borrower shall fail to pay such expenses of the Issuing Bank within ten (10) days after demand for payment by the Issuing Lender, each Lender having a Revolving Commitment shall thereupon pay to the Issuing Lender its pro rata share (based on such Lender’s Revolving Loan Commitment Ratio) of such expenses within five (5) days from the date of the Issuing Lender’s notice to the Lenders having a Revolving Commitment of the Borrower’s failure to pay; provided, however, that if the Borrower or any guarantor shall thereafter pay such expense, the Issuing Lender will repay to each Lender having a Revolving Percentage the amounts received from such Lender hereunder.

Fees and Other Charges. (a) The Borrower will pay a fee (i) on each the undrawn and unexpired amount of all outstanding Letter Performance Letters of Credit requested by it, and import (documentary) Letters of Credit at a per annum rate equal to 75% of the Applicable Margin then in effect with respect to Eurodollar Loans (other than Eurodollar Competitive Loans) under the Facility and (ii) on the undrawn and unexpired amount of all other outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans (other than Eurodollar Competitive Loans) under the Revolving Facility (minus the fronting fee referred to below)Facility, on the face amount of such Letter of Creditin each case, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share date in the case of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit during issued on or after the period prior to Closing Date, or after the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by Closing Date, in the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share case of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lenderreferred to in Section 3.09. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on at the aggregate face amount rate per annum set forth in the applicable 2015 Fee Letter (as such fee shall apply to any Existing Letter of all outstanding Credit and any extension, amendment or renewal thereof, and any Letters of Credit issued by it under this Agreement (as if the Letter of Credit referred to in the Borrower 2015 Fee Letter were the Letters of Credit issued hereunder for such purpose)) or as separately agreed to by between the Borrower and the relevant Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender (but in any event not to exceed 0.25% per annum)Lender, payable quarterly in arrears on each L/C Fee Payment Date after the issuance datedate in the case of Letters of Credit issued on or after the Closing Date, or after the Closing Date, in the case of Letters of Credit referred to in Section 3.09. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee for the benefit of each Revolving Lender with Revolving C Commitments on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the product of (i) the Applicable Margin then in effect with respect to Eurocurrency Term SOFR Loans under made pursuant to the Revolving Facility C Commitments of such Revolving Lender that has a risk participation in Letters of Credit and (minus ii) such Revolving Lender’s daily Revolving Percentage of the fronting fee referred to below), on the face undrawn and unexpired amount of such Letter each Letters of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, for the avoidance of doubt, any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to this Section 3 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable Law, to the Borrower prior other Revolving Lenders with Revolving C Commitments in accordance with the upward adjustments in their respective Revolving Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters with respect to each Letter of Credit issued by it to the Borrower at a per annum rate of 0.125% or a lower rate separately agreed to by between the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the relevant issuance date. (b) In addition to the foregoing fees, unless otherwise agreed by the relevant Issuing Lender, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested issued by the Borrower.it. - 72-

Fees and Other Charges. (a) i. The Borrower will pay a fee on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender Bank for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender Bank (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) ii. In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender Bank for costs and expenses agreed by the Borrower and such Issuing Lender Bank in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.

Fees and Other Charges. (a) The Borrower will pay a fee on each the ---------------------- undrawn face amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Revolving Facility (minus the fronting fee referred to below)Credit Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, (i) in the case of any Letter of Credit issued by an Issuing Lender which is a Lender, the Borrower shall pay to each such Issuing Lender for its own account a fronting fee on the aggregate undrawn face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed at a rate per annum of 0.25% per annum)%, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and (ii) in the case of any Letter of Credit issued by an Issuing Lender which is not a Lender, the Borrower shall pay to the Administrative Agent for its own account a fronting fee on the undrawn face amount of all outstanding Letters of Credit issued by such Issuing Lender which is not a Lender at a rate per annum to be agreed by the Administrative Agent and the Borrower payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal, reasonable and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested issued by the Borrowerit.

Fees and Other Charges. (a) The Borrower will pay a fee on each outstanding Standby Letter of Credit requested by itCredit, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Standby Letter of Credit, which fee fees shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee equal to 0.25% per annum on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)Borrower, payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for costs such customary fees and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerBorrower (which fees and expenses shall have been agreed to from time to time by the Borrower and the relevant Issuing Lender). (c) Notwithstanding anything to the contrary herein, any fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Lender shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such Letter of Credit pursuant to Section 2.27(a)(iv), with the balance of such fee, if any, payable to the applicable Issuing Lender for its own account.

Fees and Other Charges. (a) The Borrower will pay a fee to the Administrative Agent, for the ratable benefit of the Revolving Credit Lenders, on each the daily aggregate drawable amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Term SOFR Loans under the Revolving Credit Facility (minus ( the fronting fee referred to below“Letter of Credit Fee”), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, any fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time Issuing Lender pursuant to Section 3.1(c) shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Lender became a Defaulting Lender and unpaid at Letter of Credit pursuant to Section 2.21(a)(iv), with the balance of such time shall not be fee, if any, payable by to the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior has provided Cash Collateral on account of such Defaulting Lender pursuant to such timeSection 2.22(a) and otherwise to the Issuing Lender for its own account; provided further that any fee payable to a Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lendersubject to Section 2.21(a)(iii). In addition, except as otherwise agreed to between the relevant Issuing Lender and the Borrower, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face drawable amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25of 0.125% per annum), payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. (b) In addition . Notwithstanding anything to the foregoing feescontrary contained herein, while any of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrower, the Borrower shall pay or reimburse each Issuing Lender for costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by Fee shall accrue at a rate equal to the BorrowerApplicable Margin plus 2% per annum.

Fees and Other Charges. (a) The Borrower will pay a fee on agrees to pay, with respect to each Existing Letter of Credit and each outstanding Letter of Credit requested by itissued for the account of (or at the request of) the Borrower, at (i) a fronting fee of 0.125% per annum rate on the Dollar Equivalent of the daily amount available to be drawn under each such Letter of Credit to the Issuing Lender for its own account (a “Letter of Credit Fronting Fee”), and (ii) a letter of credit fee equal to the Applicable Margin then for SOFR Loans; multiplied by (B) the Dollar Equivalent of the daily amount available to be drawn under each such Letter of Credit on the drawable amount of such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in effect accordance with respect to Eurocurrency Loans under the Revolving Facility their respective L/C Percentages) (minus the fronting fee referred to belowa “Letter of Credit Fee”), in each case payable quarterly in arrears on the face amount last Business Day of each calendar quarter and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date”) after the issuance date of such Letter of Credit, which fee shall be shared ratably among and (iii) the Revolving Lenders Issuing Lender’s standard and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, reasonable fees with respect to any Defaulting Lenderthe issuance, such Lender’s ratable share amendment, renewal or extension of any letter Letter of credit fee accrued Credit issued for the account of (or at the request of) the Borrower or processing of drawings thereunder (the fees in this clause (iii), collectively, the “Issuing Lender Fees”). All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed on the aggregate basis of the actual number of days elapsed in a year of 360 days. For purposes of computing the Dollar Equivalent of the daily amount available to be drawn on under any outstanding Letters Letter of Credit during Credit, the period prior to the time amount of 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but determined in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance dateaccordance with Section 1.5. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may reasonably require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the Borrowerother L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.24(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own account. (e) All fees payable under this Section 3.3 shall be fully earned on the date paid and nonrefundable.

Fees and Other Charges. (a) The Borrower Company and, if ------------------------------------ relevant, the L/C Subsidiary, jointly and severally, will pay a fee on each all outstanding Letter US$ Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the US$ Revolving Facility (minus the fronting fee referred to below)Credit Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the US$ Revolving Credit Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that. The Company and, if relevant, the L/C Subsidiary, jointly and severally, will pay a fee on all outstanding Supplemental Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to any Defaulting LenderEurodollar Loans under the Supplemental Revolving Credit Facility, such Lender’s ratable share of any letter of credit fee accrued on shared ratably among the aggregate amount available to be drawn on any outstanding Letters of Supplemental Revolving Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due Lenders and payable by quarterly in arrears on each L/C Fee Payment Date after the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lenderissuance date. In addition, the Borrower Company and, if relevant, the L/C Subsidiary, jointly and severally, shall pay to each the relevant Issuing Lender for its own account a fronting fee in an amount to be agreed by the Company and the relevant Issuing Lender on the aggregate face undrawn and unexpired amount of all outstanding Letters each Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower Company and, if relevant, the L/C Subsidiary, jointly and severally, shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee on each the actual daily undrawn amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Eurodollar Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatsuch fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn, outstanding amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date; provided, however, that any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to subsection 5.1 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable law, to the Borrower prior other Lenders in accordance with the upward adjustments in their respective Revolving Credit Commitment Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to subsection 2.19(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee on in the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)and the Borrower on the actual daily undrawn, outstanding amount of each Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; such fee with respect to each Letter of Credit denominated in any currency other than Dollars shall be payable in Dollars, and for purposes of calculating the amount of such fee applicable to each Letter of Credit denominated in any currency other than Dollars, the actual daily undrawn, outstanding amount of such Letter of Credit shall be the Dollar Equivalent of such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, examining documents under, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Revolving Facility (minus the fronting fee referred to below)Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee on the aggregate face undrawn and unexpired amount of all outstanding Letters each Letter of Credit issued by it to the Borrower separately as agreed to by the Borrower and such the Issuing Lender (but in any event not to exceed 0.25% per annum)Lender, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested Credit. (c) If a Repricing Transaction occurs during the period commencing on the Closing Date through and including the one year anniversary thereof, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term Loans (including each Lender that withholds its consent to the Repricing Transaction and is replaced or is removed as a Lender under Section 4.13), a fee in an amount equal to 1.0% of the aggregate principal amount of all Term Loans held by such Lender and outstanding on the Borrowerdate Table of Contents immediately prior to the effectiveness of the Repricing Transaction. Such fee shall be due and payable on the date of the effectiveness of the Repricing Transaction.

Fees and Other Charges. (a) The Borrower will shall pay a fee on each outstanding (the “Letter of Credit requested by it, Fee”) on the average daily undrawn and unexpired amount of all outstanding Letters of Credit during each Fee Payment Period at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below)Eurodollar Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders based on the Percentages of the Lenders during the relevant Fee Payment Period and payable quarterly in arrears on for each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued Period on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lenderrelated Fee Payment Date. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee in an amount equal to 0.25% per annum on the aggregate face average daily undrawn and unexpired amount of all outstanding Letters each Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)Lender, payable quarterly in arrears on for each Fee Payment Date after Period on the issuance date. related Fee Payment Date. For the purposes of the foregoing calculations, the average daily undrawn and unexpired amount of any Letter of Credit denominated in an Optional Currency for any Fee Payment Period shall be calculated by multiplying (bi) the average daily undrawn and unexpired amount of such Letter of Credit (expressed in the Optional Currency in which such Letter of Credit is denominated) by (ii) the Exchange Rate for each such Optional Currency in effect on the first Business Day of the related Fee Payment Period or by such other method that the Administrative Agent and the Borrower may agree. In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender Lender, for its own account such customary out-of-pocket costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by Credit, to the Borrowerextent that such costs and expenses have been mutually agreed upon between the Borrower and such Issuing Lender.

Fees and Other Charges. (a) The Borrower will pay a fee on each the aggregate daily average drawable amount of all outstanding Letter Letters of Credit requested by it, issued for the Borrower’s account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency EurocurrencySOFR Loans under the Series C Replacement Revolving Facility (minus the fronting fee referred to below)Credit FacilityCommitments, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share date of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters such Letter of Credit during the period prior (subject to the time such Lender became a Defaulting Lender and unpaid at such time shall not be Borrower’s payment of increased fees payable by the Borrower so long as such Lender shall be a Defaulting Lender except to Revolving Credit Lenders under any Incremental Revolving Facility, any Replacement Revolving Facility or under any Extended Revolving Credit Facility to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lenderpermitted hereunder). In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face daily average drawable amount of all outstanding Letters of Credit issued for the Borrower’s account by it such Issuing Lender of an amount to the Borrower separately be agreed to upon by the Borrower and such the relevant Issuing Lender (but in any no event not to exceed greater than 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after such terms as are agreed to by the issuance dateBorrower and the Issuing Lender. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by issued for the Borrower’s account.

Fees and Other Charges. (a) The Borrower will shall pay a fee on the aggregate drawable amount of each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Revolving Facility (minus the fronting fee referred to below)Credit Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance datedate of such Letter of Credit; provided thatprovided, however, that any such fee accrued with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the such Borrower prior to such time; and provided further that any Defaulting Lender’s ratable share of any letter of credit no such fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account benefit of the Borrower a Defaulting Lender so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee equal to 1/4 of 1% per annum on the aggregate face drawable amount of all each outstanding Letters Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% less than $500.00 per annumannum per Letter of Credit), payable quarterly in arrears on each L/C Fee Payment Date after the issuance datedate of such Letter of Credit. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or customarily charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee on agrees to pay, with respect to each Existing Letter of Credit and each outstanding Letter of Credit requested by itissued for the account of (or at the request of) the Borrower, at a per annum rate equal to (i) in the Applicable Margin then in effect with respect to Eurocurrency Loans event SVB syndicates any portion of its Commitments under the Revolving Credit Facility (minus the to one or more other Lenders, a fronting fee referred to below), of 0.125% per annum on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate daily amount available to be drawn on any outstanding Letters under each such Letter of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account (a fronting “Letter of Credit Fronting Fee”), (ii) a letter of credit fee equal to the Applicable Margin for Revolving Loans that are Eurodollar Loans (which shall, during the continuance of an Event of Default, upon the request of the Required Lenders, be increased by 2.0% per annum; provided that such increase shall apply automatically and without any required consent therefor upon the occurrence of any Event of Default arising under Section 8.1(a) or (f)) multiplied by the daily amount available to be drawn under each such Letter of Credit on the aggregate face drawable amount of all outstanding Letters such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in accordance with their respective L/C Percentages) (a “Letter of Credit Fee”), and (iii) the Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by it to for the account of (or at the request of) such Revolving Borrower separately agreed to or processing of drawings thereunder (the fees in this clause (iii), collectively, the “Issuing Lender Fees”). The Issuing Lender Fees shall be paid when required by the Borrower Issuing Lender, and such Issuing Lender (but in any event not to exceed 0.25% per annum), the Letter of Credit Fronting Fee and the Letter of Credit Fee shall be payable quarterly in arrears on the last Business Day of March, June, September and December of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date Date”) after the issuance datedate of such Letter of Credit. All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the Borrowerother L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.24(a)(iv), with the balance of such Letter of Credit Fees, if any, payable to the Issuing Lender for its own account. (e) All fees payable pursuant to this Section 3.3 shall be fully-earned on the date paid and shall not be refundable for any reason.

Fees and Other Charges. (a) The Parent Borrower will agrees to pay to the Administrative Agent, for the account of each Revolving A Lender, a letter of credit fee on (the “Revolving A L/C Fee”) in Dollars with respect to each outstanding Revolving A Letter of Credit requested issued by it, at a per annum rate any Issuing Lender in an amount equal to the product of the Dollar Equivalent of the average daily undrawn amount of such issued Revolving A Letters of Credit and the Applicable Margin Percentage for LIBOR Rate Loans then in effect effect. (b) The Parent Borrower agrees to pay to the Administrative Agent, for the account of each Revolving B Lender, a letter of credit fee (the “Revolving X X/C Fee”) in Dollars with respect to Eurocurrency Loans under each Revolving B Letter of Credit issued by any Issuing Lender in an amount equal to the Revolving Facility (minus product of the fronting fee referred to below), on Dollar Equivalent of the face average daily undrawn amount of such Letter issued Revolving B Letters of Credit, which fee Credit and the Applicable Percentage for LIBOR Rate Loans then in effect. The L/C Fees shall be shared ratably among the Revolving Lenders calculated and payable quarterly in arrears on the last Business Day of each Fee Payment Date calendar quarter, commencing on the first of such dates to occur after the issuance date; provided thatClosing Date, on the Revolving Credit Maturity Date and thereafter on demand. (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to the Revolving A Lenders the Revolving A L/C Fee received by the Administrative Agent in accordance with their respective Revolving A Ratable Share. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Revolving B Lenders the Revolving X X/C Fee received by the Administrative Agent in accordance with their respective Revolving B Ratable Share. Notwithstanding the foregoing, any L/C Fee otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided cash collateral satisfactory to the time such each Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to Section 4.11(a)(ii) shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by Applicable Law, to the Borrower prior other Revolving Credit Lenders in accordance with the upward adjustments in their respective Revolving A Ratable Share or Revolving B Ratable Share, as the case may be, allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue for pursuant to Section 4.11(a)(iv), with the account balance of such fee, if any, payable to the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each applicable Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance dateaccount. (bd) In addition to the foregoing feesL/C Fees, the Parent Borrower shall agrees to pay or reimburse each to any Issuing Lender that has issued a Letter of Credit at the request of the Parent Borrower, for costs such Issuing Lender’s own account, (i) a fronting fee in an amount per annum (A) for Bank of America, as specified in the Fee Letter between the Parent Borrower and expenses BAS (previously, MLPFS) and (B) for any other Issuing Lender, as agreed by upon between the Parent Borrower and such Issuing Lender in issuingLender, negotiating, effecting payment under, amending or otherwise administering any multiplied by the Dollar Equivalent of the aggregate stated amount of such Letter of Credit requested by for the Borrowerstated duration thereof, and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

Fees and Other Charges. (a) The Borrower or any Foreign Borrower, as applicable, will pay a fee on each the aggregate drawable amount of all outstanding Letter Dollar Letters of Credit requested by itin consideration of the participations noted in Section 3A.4 below (it being understood and agreed that, in light of the foregoing, no fees shall be payable under this Section 3A.3(a) to Non-Extending Dollar Revolving Credit Lenders in respect of Extending Dollar Letters of Credit) at a per annum rate equal to (i) in the case of Non-Extending Dollar Revolving Credit Commitments, the Applicable Margin then in effect with respect to Eurocurrency Loans under the that are Non-Extending Dollar Revolving Facility (minus the fronting fee referred to below)Credit Loans, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Non-Extending Dollar Revolving Credit Lenders in accordance with their respective Non-Extending Dollar Revolving Credit Percentages and (ii) in the case of Extending Dollar Revolving Credit Commitments, the Applicable Margin then in effect with respect to Eurocurrency Loans that are Extending Dollar Revolving Credit Loans (or, solely with respect to Dollar Performance Letters of Credit, 75% of the Applicable Margin then in effect with respect to Eurocurrency Loans that are Extending Dollar Revolving Credit Loans), shared ratably among the Extending Dollar Revolving Credit Lenders in accordance with their respective Extending Dollar Revolving Credit Percentages, in each case payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, date of such Lender’s ratable share Dollar Letter of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting LenderCredit. In addition, the Borrower shall pay to each the relevant Dollar Issuing Lender for its own account a fronting fee on the aggregate face drawable amount of all outstanding Dollar Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25of 1/8 of 1% per annum), payable quarterly in arrears on each L/C Fee Payment Date after the issuance datedate of such Dollar Letter of Credit. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Dollar Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Dollar Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Dollar Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d) and with respect to any L/C Shortfall either (i) if the Borrower has paid to the Administrative Agent, an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent, for the account of the Borrower or (ii) otherwise, for the account of the Issuing Lenders, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.

Fees and Other Charges. (a) The Borrower will pay a fee on each the aggregate drawable amount of all outstanding Letter Letters of Credit requested by it, in consideration of the L/C Participations noted in Section 3.4 below at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Revolving Facility (minus the fronting fee referred to below)Credit Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, any such fee otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided cash collateral or other credit support arrangements satisfactory 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 applicable L/C Issuer pursuant to Section 3.1(c) shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable law, to the Borrower prior other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Credit Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to Section 2.27(d), with the balance of such fee, if any, payable to the applicable L/C Issuer for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee (in an amount to be agreed to by the Borrower and such Issuing Lender) on the aggregate face drawable amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)it, which fee shall be payable quarterly in arrears on the last day of each Fee Payment Date after March, June, September and December, and the issuance dateRevolving Credit Termination Date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee to the Administrative Agent, for the ratable benefit of the Revolving Credit Lenders, on each the daily aggregate drawable amount of all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Revolving Credit Facility (minus ( the fronting fee referred to below“Letter of Credit Fee”), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, any fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time Issuing Lender pursuant to Section 3.1(c) shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Lender became a Defaulting Lender and unpaid at Letter of Credit pursuant to Section 2.21(a)(iv), with the balance of such time shall not be fee, if any, payable by to the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior has provided Cash Collateral on account of such Defaulting Lender pursuant to such timeSection 2.22(a) and otherwise to the Issuing Lender for its own account; provided further that any fee payable to a Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lendersubject to Section 2.21(a)(iii). In addition, except as otherwise agreed to between the relevant Issuing Lender and the Borrower, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face drawable amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25of 0.125% per annum), payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. Notwithstanding anything to the contrary contained herein, while any of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrower, the Letter of Credit Fee shall accrue at a rate equal to the Applicable Margin plus 2% per annum. (ba) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender quarterly in arrears on each L/C Fee Payment Date for such reasonable, normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee on agrees to pay, with respect to each Existing Letter of Credit and each outstanding Letter of Credit requested by itissued for the account of (or at the request of) the Borrower, (i) at all times during which more than one Lender is party to this Agreement, a fronting fee of 0.125% per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate daily amount available to be drawn on any outstanding Letters under each such Letter of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account (a fronting “Letter of Credit Fronting Fee”), (ii) a letter of credit fee on equal to the aggregate face amount of all outstanding Applicable Margin relating to Letters of Credit issued multiplied by it the daily amount available to be drawn under each such Letter of Credit on the drawable amount of such Letter of Credit to the Administrative Agent for the ratable account of the L/C Lenders (determined in accordance with their respective L/C Percentages) (a “Letter of Credit Fee”), and (iii) the Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of (or at the request of) the Borrower separately agreed to or processing of drawings thereunder (the fees in this clause (iii), collectively, the “Issuing Lender Fees”). The Issuing Lender Fees shall be paid when required by the Borrower Issuing Lender, and such Issuing Lender (but in any event not to exceed 0.25% per annum), the Letter of Credit Fronting Fee and the Letter of Credit Fee shall be payable quarterly in arrears on the last Business Day of March, June, September and December of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date Date”) after the issuance datedate of such Letter of Credit. All Letter of Credit Fronting Fees and Letter of Credit Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (c) The Borrower shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to any requested Letter of Credit requested issuance, amendment or renewal, including any L/C-Related Documents, as the Issuing Lender or the Administrative Agent may require. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (d) Any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to Section 3.10 shall be payable, to the maximum extent permitted by applicable law, to the Borrowerother L/C Lenders in accordance with the upward adjustments in their respective L/C Percentages allocable to such Letter of Credit pursuant to Section 2.23(a)(iv), with the balance of such Letter of Credit Fees, if any, payable to the Issuing Lender for its own account. (e) All fees payable pursuant to this Section 3.3 shall be fully-earned on the date paid and shall not be refundable for any reason.

Fees and Other Charges. (a) The Borrower will agrees to pay a fee on to the Administrative Agent, for the account of the L/C Lenders, with respect to each outstanding Letter of Credit requested by it, issued for the account of (or at a per annum rate equal to the request of) the Borrower letter of credit fees in Dollars at the Applicable Margin then in effect with respect applicable to Eurocurrency Eurodollar Loans under the Revolving Facility (minus the fronting fee referred to below), on the face Dollar Equivalent of the drawable amount of such Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on the last Business Day of March, June, September and December of each year and on the Letter of Credit Maturity Date (each, an “L/C Fee Payment Date Date”) after the issuance date; provided thatdate of such Letter of Credit, as well as the Issuing Lender’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued for the account of (or at the request of) the Borrower or processing of drawings thereunder (the “Issuing Lender Fees”). Notwithstanding the foregoing, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Existing Letters of Credit during the period prior to the time such Credit, Issuing Lender became a Defaulting Lender and unpaid at such time Fees shall not be payable by charged for the Borrower so long as remaining term of such Lender shall be a Defaulting Lender except to the extent that such Lender’s ratable share Existing Letters of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such timeCredit; provided further that any Defaulting Lender’s ratable share upon renewal of any letter an Existing Letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Credit, such Existing Letter of Credit shall accrue for Issuing Lender Fees as set forth above. All Issuing Lender Fees shall be computed on the account basis of the Borrower so long as such Lender shall be actual number of days elapsed in a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate face amount year of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date360 days. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will pay a fee on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to (i) with respect to Revolving Letters of Credit the Applicable Margin then in effect with respect to Eurocurrency Eurodollar Loans under the Extended Revolving Facility (minus the fronting fee referred to below)Facility, on the face amount of such Letter of Credit, which fee shall be shared ratably among the Extended Revolving Lenders and (ii) with respect to Tranche B-1 Letters of Credit, the Applicable Margin with respect to Eurodollar Loans under the Tranche B-1 Facility, shared ratably among the Tranche B-1 Lenders. Such fees shall be payable (A) with respect to Revolving Letters of Credit, quarterly in arrears on each L/C Fee Payment Date after the issuance date and (B) with respect to Tranche B-1 Letters of Credit, monthly in arrears on each L/C Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each the Issuing Lender for its own account a fronting fee in an amount per annum separately agreed with the Issuing Lender on the aggregate face undrawn and unexpired amount of all outstanding each Letter of Credit, payable (i) with respect to Revolving Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date and (ii) with respect to Tranche B-1 Letters of Credit, monthly in arrears on each L/C Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the BorrowerCredit.

Fees and Other Charges. (a) The Borrower will agrees to pay to the Lender a commitment fee (the "UNUSED REVOLVER FEE") for the period from and including the Restatement Effective Date to the last day of the Revolving Loan Availability Period, which shall accrue at the rate designated on the grid in the definition "Applicable Margin" on the average daily amount of the Unutilized Revolving Commitment of the Lender during the period from and including the Effective Date to but excluding the date on which the Lender's Revolving Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of each October, January, April and July and on the date on which the Revolving Commitment terminates. All commitment fees shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed. (b) The Borrower agrees to pay to the Lender a commitment fee (the "UNUSED ACQUISITION LOAN FEE") for the period from and including the Restatement Effective Date to the last day of the Acquisition Loan Availability Period, which shall accrue at the rate designated on the grid in the definition "Applicable Margin" on the average daily amount of the Unutilized Acquisition Loan Commitment of the Lender during the period from and including the Restatement Effective Date to but excluding the Conversion Date applicable to the Acquisition Loans. The rate of the Unused Acquisition Loan Fee shall be reset on each outstanding Determination Date. Accrued commitment fees shall be payable in arrears on the last day of each October, January, April and July and on the Conversion Date. All commitment fees shall be computed on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed. (c) The Borrower agrees to pay to the Lender a letter of credit fee in respect of each Letter of Credit requested by it("LETTER OF CREDIT FEE"), at a per annum rate equal to 0.75% of the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to below), on the undrawn face amount of such the Letter of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears advance (i) on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued and (ii) on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for the account of the Borrower so long as such Lender shall be a Defaulting Lendereach anniversary date thereof. In addition, the Borrower shall agrees to pay to each Issuing the Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it standard fees with respect to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)issuance, payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing feesadministration, the Borrower shall pay amendment, renewal or reimburse each Issuing Lender for costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering extension of any Letter of Credit requested or the processing of any presentation or payment made thereunder. Any other fees payable to the Lender under this Section 2.18(c) shall be payable within ten (10) days after demand. All Letter of Credit Fees shall be computed on the basis of a three hundred sixty (360) day year and shall be payable for the actual number of days elapsed. (d) The Borrower agrees to pay to the Lender a closing fee in an aggregate amount equal to $75,000.00. The entire closing fee shall be deemed fully earned by the BorrowerLender and shall be due and payable in full on the Restatement Effective Date. (e) The Borrower agrees to pay the Lender, with respect to any payment of principal, interest or fees due under this Agreement that is not made within ten (10) days after its due date, a late charge equal to six percent (6%) of the amount past due. (f) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Lender. Fees paid shall not be refundable under any circumstances.

Fees and Other Charges. (a) The Borrower will pay a fee for the benefit of each Revolving Lender on each all outstanding Letter Letters of Credit requested by it, at a per annum rate equal to the product of (i) the Applicable Margin then in effect with respect to Eurocurrency Term SOFR Loans under made pursuant to the Revolving Facility Commitments of such Revolving Lender that has a risk participation in Letters of Credit and (minus ii) such Revolving Lender’s daily Revolving Percentage of the fronting fee referred to below), on the face undrawn and unexpired amount of such Letter each Letters of Credit, which fee shall be shared ratably among the Revolving Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided thatprovided, however, for the avoidance of doubt, any such fees otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the time such Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to this Section 3 shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by applicable Law, to the Borrower prior other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Percentages allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable to the Issuing Lender for the account of the Borrower so long as such Lender shall be a Defaulting Lenderits own account. In addition, the Borrower shall pay to each the relevant Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters with respect to each Letter of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% at a per annum), payable quarterly in arrears on each Fee Payment Date after the issuance date.- 68- (b) In addition to the foregoing fees, unless otherwise agreed by the relevant Issuing Lender, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses agreed as are incurred or charged by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested issued by the Borrowerit.

Fees and Other Charges. (a) The Parent Borrower will agrees to pay to the Administrative Agent, for the account of each Revolving A Lender, a letter of credit fee on (the “Revolving A L/C Fee”) in Dollars with respect to each outstanding Revolving A Letter of Credit requested issued by it, at a per annum rate any Issuing Lender in an amount equal to the product of the Dollar Equivalent of the average daily undrawn amount of such issued Revolving A Letters of Credit and the Applicable Margin Percentage for LIBOR Rate Loans then in effect effect. (b) The Parent Borrower agrees to pay to the Administrative Agent, for the account of each Revolving B Lender, a letter of credit fee (the “Revolving X X/C Fee”) in Dollars with respect to Eurocurrency Loans under each Revolving B Letter of Credit issued by any Issuing Lender in an amount equal to the Revolving Facility (minus product of the fronting fee referred to below), on Dollar Equivalent of the face average daily undrawn amount of such Letter issued Revolving B Letters of Credit, which fee Credit and the Applicable Percentage for LIBOR Rate Loans then in effect. The L/C Fees shall be shared ratably among the Revolving Lenders calculated and payable quarterly in arrears on the last Business Day of each Fee Payment Date calendar quarter, commencing on the first of such dates to occur after the issuance date; provided thatClosing Date, on the Revolving Credit Maturity Date and thereafter on demand. (c) The Administrative Agent shall, promptly following its receipt thereof, distribute to the Revolving A Lenders the Revolving A L/C Fee received by the Administrative Agent in accordance with their respective Revolving A Ratable Share. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Revolving B Lenders the Revolving X X/C Fee received by the Administrative Agent in accordance with their respective Revolving B Ratable Share. Notwithstanding the foregoing, any L/C Fee otherwise payable for the account of a Defaulting Lender with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit during the period prior as to which such Defaulting Lender has not provided cash collateral satisfactory to the time such each Issuing Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender pursuant to Section 4.11(a)(ii) shall be a Defaulting Lender except payable, to the maximum extent that such Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable permitted by Applicable Law, to the Borrower prior other Revolving Credit Lenders in accordance with the upward adjustments in their respective Revolving A Ratable Share or Revolving B Ratable Share, as the case may be, allocable to such time; provided further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters Letter of Credit shall accrue for pursuant to Section 4.11(a)(iv), with the account balance of such fee, if any, payable to the Borrower so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each applicable Issuing Lender for its own account a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance dateaccount. (bd) In addition to the foregoing feesL/C Fees, the Parent Borrower shall agrees to pay or reimburse each to any Issuing Lender that has issued a Letter of Credit at the request of the Parent Borrower, for costs such Issuing Lender’s own account, (i) a fronting fee in an amount per annum (A) for Bank of America, as specified in the Fee Letter between the Parent Borrower and expenses MLPFS and (B) for any other Issuing Lender, as agreed by upon between the Parent Borrower and such Issuing Lender in issuingLender, negotiating, effecting payment under, amending or otherwise administering any multiplied by the Dollar Equivalent of the aggregate stated amount of such Letter of Credit requested by for the Borrowerstated duration thereof, and (ii) customary charges of such Issuing Lender with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit.

Fees and Other Charges. (a) The Borrower will pay a fee fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the related Revolving Facility (minus the fronting fee referred to below)Facility, on the Dollar Equivalent of the face amount of such Letter of Credit, which fee shall be shared ratably among the applicable Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date; provided provided, that, with respect to any Defaulting Lender, such Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit 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 Lender’s ratable share of any letter of credit fee shall otherwise have been due and payable by the Borrower prior to such time; provided further provided, further, that any Defaulting Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue (x) for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d), (y) for the account of the Borrower with respect to any L/C Shortfall if the Borrower has paid to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the applicable Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent, or (z) for the account of the applicable Issuing Lenders, in any other instance, in each case so long as such Lender shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee fee, in Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower separately agreed Borrower, equal to by the Borrower and such Issuing Lender (but in any event not to exceed 0.25% per annum)L/C Fronting Fee Rate, payable quarterly in arrears on each Fee Payment Date after the issuance date. (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for standard costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit requested by the Borrower.. #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29