Common use of Fees, Commissions and Other Charges Clause in Contracts

Fees, Commissions and Other Charges. (i) The Borrower shall pay to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving Percentages, a Letter of Credit participation fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundable. (ii) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c).

Fees, Commissions and Other Charges. (i) The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit commission fee with respect to their participations in each Letter of Credit, computed for the period from the last L/C Fee Payment Date (or, if later, the date of issuance thereof) to the date upon which shall accrue such payment is due hereunder at the rate per annum equal to the Applicable Rate Margin for Eurodollar LIBOR Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to on the date on which such payment fee is due hereundercalculated. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by Credit, computed for the period from the last L/C Fee Payment Date to the date upon which such Issuing Bank, which shall accrue payment is due hereunder at the rate per annum equal to 0.200.125%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to on the date upon on which such payment fee is due hereundercalculated. Such Letter of Credit participation fees commissions and fronting fees shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundable. (ii) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c).

Fees, Commissions and Other Charges. (ia) The Each Borrower shall agrees to pay to the Administrative Agent, for the account Agent a letter of the L/C Participants in accordance credit commission with their respective Revolving Percentages, a respect to each Letter of Credit participation fee with respect issued by such Issuing Lender on its behalf, computed for the period from and including the date of issuance of such Letter of Credit through to their participations in each the expiration date of such Letter of Credit, which shall accrue computed at the a rate per annum equal to the Applicable Rate Margin then in effect for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) 360 day year, on of the aggregate amount available to be drawn under such Letter of Credit for Credit, payable quarterly in arrears on each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of with respect to such Letter of Credit) Credit and on the Termination Date or such earlier date as the Commitments shall terminate as provided herein. Such commission shall be payable to the date on which such payment is due hereunderAdministrative Agent for the account of the applicable Revolving Credit Lenders to be shared ratably among them in accordance with their respective Commitment Percentages. The Each Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, Lender a fronting fee with respect equal to each Letter 1/8 of Credit issued by such Issuing Bank, which shall accrue at the rate 1% per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Credit, payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Termination Date or such other date as the Commitments shall terminate. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars, notwithstanding that a Letter of Credit may be denominated in any Designated Foreign Currency. In respect of a Letter of Credit denominated in any Designated Foreign Currency, such fees and commissions shall be converted into Dollars at the Spot Rate of Exchange. (iib) In addition to the foregoing commissions and fees, the each Borrower shall agrees to pay or reimburse each the applicable Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender within 10 days after demand therefor. (iiic) The Administrative Agent shall, promptly following its any receipt thereof, distribute to the relevant applicable Issuing Bank Lender and the L/C Participants applicable Lenders all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)Subsection 3.3.

Fees, Commissions and Other Charges. (i) The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit commission fee with respect to their participations in each Letter of Credit, computed for the period from the last L/C Fee Payment Date (or, if later, the date of issuance thereof) to the date upon which shall accrue such payment is due hereunder at the rate per annum equal to the Applicable Rate Margin for Eurodollar LIBOR Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to on the date on which such payment fee is due hereundercalculated. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by Credit, computed for the period from the last L/C Fee Payment Date to the date upon which such Issuing Bank, which shall accrue payment is due hereunder at the rate per annum equal to 0.200.125%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to on the date upon on which such payment fee is due hereundercalculated. Such Letter of Credit participation fees commissions and fronting fees shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundable. (ii) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c2.4(c).

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate computed for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, and including the date of issuance of such Letter of Credit) Credit to the expiration date on which of such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the a rate per annum equal to 0.20%the Applicable Margin then in effect for Eurodollar Loans, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate face amount available to be drawn under such Letter of Letters of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be outstanding, payable in arrears on each L/C Fee Payment Date and on the Revolving Loan Termination Date. Such fee shall be nonrefundablepayable to the Administrative Agent to be shared ratably among the Revolving Credit Lenders in accordance with their respective Commitment Percentages with respect to Revolving Credit Loans. In addition, the Borrower shall pay to the Administrative Agent, for the sole account of the Issuing Lender, a fee equal to 0.1250% per annum of the aggregate face amount of outstanding Letters of Credit payable quarterly in arrears on each L/C Fee Payment Date and on the Revolving Loan Termination Date. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (i) The Borrower shall pay to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving Percentages, a Letter of Credit participation fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate SOFR Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Accrual Date immediately preceding the most recent L/C Fee Accrual Date (or, if later, the date of issuance of such Letter of CreditCredit or, if earlier, the Closing Date) to the date on which such payment is due hereundermost recent L/C Fee Accrual Date. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.200.175%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Accrual Date immediately preceding the most recent L/C Fee Accrual Date to the date upon which such payment is due hereundermost recent L/C Fee Accrual Date. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on the fifteenth (15th) day following each L/C Fee Payment Accrual Date and shall be nonrefundable. (ii) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c).

Fees, Commissions and Other Charges. (ia) The applicable Borrower shall agrees to pay to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving Percentages, a Letter of Credit participation fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, Agent for the account of the relevant Issuing BankLender and the L/C Participants, a fronting fee letter of credit commission (the “L/C Fee,” and collectively, the “L/C Fees”) with respect to each Letter of Credit issued by such Issuing BankLender, which shall accrue computed for the period from and including the date of issuance of such Letter of Credit through to the expiration date of such Letter of Credit, computed at the a rate per annum equal to 0.20%, the Applicable Margin then in effect for Eurocurrency Loans that are Loans calculated on the basis of a 365- (360-day year for the actual days elapsed, of the maximum amount available to be drawn under such Letter of Credit, payable on the first day of each January, April, July and October in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Maturity Date or 366-, such earlier date as the case may be) day year, on Commitments shall terminate as provided herein. Such L/C Fee shall be payable to the aggregate Administrative Agent for the account of the Lenders to be shared ratably among them in accordance with their respective Tranche A U.S. Facility Commitment Percentages or Tranche A Canadian Facility Commitment Percentages. The applicable Borrower shall pay to the Administrative Agent for the account of the relevant Issuing Lender a facing fee equal to 1/8 of 1.0% per annum for each Letter of Credit of the maximum amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during (the period from the last “L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Facing Fee”), payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit, on the Maturity Date or such other date as the Commitments shall terminate and upon termination of such Letter of Credit. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars (or Canadian Dollars, in the case of the Canadian Borrower), notwithstanding that a Letter of Credit may be denominated in Dollars or Canadian Dollars. (iib) In addition to the foregoing commissions and fees, the each applicable Borrower shall agrees to pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant applicable Issuing Bank Lender and the applicable L/C Participants all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 3.3.

Fees, Commissions and Other Charges. (ia) The Borrower Borrowers shall pay to the Administrative Agent, for the account of (i) the L/C Participants in accordance with their respective Revolving PercentagesIssuing Lender and the Participating Lenders, a Letter letter of Credit participation fee credit commission with respect to their participations in each Letter of Credit, computed for the period from the date such Letter of Credit is issued to the date upon which shall accrue the next payment is due under this subsection (and, thereafter, from the date of payment under this subsection to the date upon which the next payment is due under this subsection) at the rate per annum equal to the Applicable Rate Margin in effect from time to time for Eurodollar Rate Loans then in effect, calculated on of the basis of a 365- (or 366-, as the case may be) day year, on the daily aggregate amount available to be drawn under such Letter of Credit for each day during such period, and (ii) the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing BankLender, a fronting fee letter of credit commission with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate in an amount equal to .125% per annum equal to 0.20%, calculated on of the basis of a 365- (or 366-, as the case may be) day year, on the daily aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date Credit. The letter of credit commissions payable pursuant to the date upon which such payment is due hereunder. Such Letter of Credit participation fees clause (i) and fronting fees (ii) above shall be payable quarterly in arrears on the last day of each L/C Fee Payment Date March, June, September and shall be nonrefundableDecember, commencing December 31, 2005, and on the Termination Date. (iib) In addition to the foregoing feesfees and commissions, the Borrower Borrowers shall pay or reimburse to the Issuing Lender (i) a fee of $750 for issuing each Issuing Bank Letter of Credit, and (ii) a fee of $250 for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants Participating Lenders all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Each Borrower shall agrees to pay to the Administrative Agent, for the account Agent a letter of the L/C Participants in accordance credit commission with their respective Revolving Percentages, a respect to each Letter of Credit participation fee with respect issued by such Issuing Lender on its behalf, computed for the period from and including the date of issuance of such Letter of Credit through and including to their participations in each the expiration date of such Letter of Credit, which shall accrue computed at the a rate per annum equal to the Applicable Rate Margin then in effect for Eurodollar Rate Loans then in effect, that are Revolving Credit Loans calculated on the basis of a 365- (or 366-360-day year for the actual days elapsed, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit for Credit, payable quarterly in arrears on each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of with respect to such Letter of Credit) Credit and on the Termination Date or such earlier date as the Commitments shall terminate as provided herein. Such commission shall be payable to the date on which such payment is due hereunderAdministrative Agent for the account of the applicable Revolving Credit Lenders to be shared ratably among them in accordance with their respective Commitment Percentages. The Each Borrower shall pay to the Administrative Agent, Agent for the account of the relevant Issuing Bank, a fronting fee Lender with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate a fee equal to 0.125% per annum equal to 0.20%, calculated on of the basis of a 365- (or 366-, as the case may be) day year, on the aggregate maximum amount available to be drawn under such Letter of Credit issued (or such other amounts as may be agreed by such Borrower and such Issuing Bank Lender) calculated on the basis of a 360-day year for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be actual days elapsed, payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Termination Date or such earlier date as the Commitments shall terminate as provided herein. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars. (iib) In addition to the foregoing commissions and fees, each Borrower agrees to pay directly to the Borrower shall pay or applicable Issuing Lender amounts necessary to reimburse each the applicable Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender within 10 days after demand therefor. (iiic) The Administrative Agent shall, promptly following its any receipt thereof, distribute to the relevant Issuing Bank applicable Lenders all commissions and the L/C Participants all fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)Subsection 3.3.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate computed for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, and including the date of issuance of such Letter of Credit) Credit to the expiration date on which of such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the a rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as i) in the case may be) day year, on the aggregate amount available to be drawn under of any such Letter of Credit issued by such Issuing Bank for each day during the period from the last as a Performance L/C Fee Payment Date to C, one-half (1/2) of the date upon which Applicable Margin then in effect for Eurodollar Loans, of the Dollar Equivalent of the aggregate face amount of such payment is due hereunder. Such Letters of Credit outstanding and (ii) in the case of any other Letter of Credit participation fees and fronting fees shall be payable (except for the type described in clause (i) above), the Applicable Margin then in effect for Eurodollar Loans, of the Dollar Equivalent of the aggregate face amount of such Letters of Credit outstanding, payable, in each such case, in arrears on each L/C Fee Payment Date and on the Termination Date; provided, that, with respect to any Foreign L/C, the Dollar Equivalent of the face amount of such Letter of Credit shall be nonrefundablerecalculated on each Calculation Date during the period that such Letter of Credit is outstanding. Such fees shall be payable to the Administrative Agent to be shared ratably among the Revolving Credit Lenders in accordance with their respective Commitment Percentages. In addition, the Borrower shall pay to the Issuing Lender, for its sole account, a fee equal to 0.125% per annum of the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit payable quarterly in arrears on each L/C Fee Payment Date and on the Termination Date; provided, that, with respect to any Foreign L/C, the Dollar Equivalent of the face amount of such Letter of Credit shall be recalculated on each Calculation Date during the period that such Letter of Credit is outstanding. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the relevant L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate computed for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, and including the date of issuance of such Letter of Credit) Credit to the expiration date on which of such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the a rate per annum equal to 0.20%the Applicable Margin then in effect for Eurodollar Loans, calculated on of the basis Dollar Equivalent of a 365- (or 366-, as the case may be) day year, on the aggregate face amount available to be drawn under such Letter of Letters of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be outstanding, payable in arrears on each L/C Fee Payment Date and on the Revolving Loan Termination Date; provided, that, with respect to any Foreign L/C, the Dollar Equivalent of the face amount of such Letter of Credit shall be nonrefundablerecalculated on each Calculation Date during the period that such Letter of Credit is outstanding. Such fee shall be payable to the Administrative Agent to be shared ratably among the Revolving Credit Lenders in accordance with their respective Commitment Percentages with respect to Revolving Credit Loans. In addition, the Borrower shall pay to the Issuing Lender, for its sole account, a fee equal to 0.1250% per annum of the Dollar Equivalent of the aggregate face amount of outstanding Letters of Credit payable quarterly in arrears on each L/C Fee Payment Date and on the Revolving Loan Termination Date; provided, that, with respect to any Foreign L/C, the Dollar Equivalent of the face amount of such Letter of Credit shall be recalculated on each Calculation Date during the period that such Letter of Credit is outstanding. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving PercentagesIssuing Bank, a Letter of Credit participation fronting fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from and including the last L/C Fee Payment date of issuance thereof to but not including the Expiry Date (orthereof, if later, computed at the rate of 1/8 of 1% per annum on the average daily amount of the undrawn and unexpired amount of such Letter of Credit. Such fronting fee shall be payable quarterly in advance on the date of issuance of such each Letter of CreditCredit and on the last day of each March, June, September and December thereafter, commencing June 30, 2001. Such fee shall be nonrefundable. (b) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing BankBank and the L/C Participants, a fronting fee letter of credit commission with respect to each Letter of Credit issued by such Issuing Bankfor the period from and including the date of issuance thereof to but not including the Expiry Date thereof, which shall accrue computed at the rate of the then Applicable Margin for Eurodollar Loans per annum equal to 0.20%, calculated on the basis average daily amount of a 365- (or 366-, as the case may be) day year, on the aggregate undrawn and unexpired amount available to be drawn under of such Letter of Credit issued by such Issuing Bank for each day during Credit. Such commission shall be payable to the period from the last L/C Fee Payment Date Participants to be shared ratably among them in accordance with their respective L/C Commitment Percentages. Such commission shall be payable quarterly in advance on the date upon which such payment is due hereunder. Such of issuance of each Letter of Credit participation fees and fronting fees shall be payable in arrears on the last day of each L/C Fee Payment Date March, June, September and December thereafter, commencing June 30, 2001. Such fee shall be nonrefundable. (iic) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiid) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)3.4. (e) The fees and commissions described in the preceding paragraphs (a) and (b) shall be based on a 360 day year. If any amounts in the preceding paragraphs (a) and (b) shall be payable on a day that is not a Working Day, such amount shall be extended to the next succeeding Working Day unless the result of such extension would be to carry such amount into another calendar month in which event such amount shall be payable on the immediately preceding Working Day.

Fees, Commissions and Other Charges. (ia) The Borrower shall will pay to the Administrative Agent, Agent for the account of the L/C Participants in accordance with their respective Revolving Percentages, Issuing Bank and the Banks a Letter commission on all outstanding Standby Letters of Credit participation fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to 1/8% above the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on Euro-Dollar Margin of the basis face amount of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under each such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Standby Letter of Credit) to the date on , of which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, 1/8% per annum will be a fronting fee for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bankand the remainder will be shared ratably among the Banks, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. The Borrower will pay to the Agent for the account of the Issuing Bank and shall the Banks a commission on all outstanding Commercial Letters of Credit at the rate per annum 1/8% above the Euro-Dollar Margin of the average daily face amount of such Letters of Credit during the period for which such payment is made, of which 1/8% per annum will be nonrefundablea fronting fee for the account of the Issuing Bank, and the remainder will be shared ratably among the Banks, payable quarterly in arrears on each L/C Fee Payment Date. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)Section.

Fees, Commissions and Other Charges. (i) The Borrower shall Borrowers agree to pay to the Administrative Agent, for the account Agent a letter of the credit commission with respect to each Letter of Credit issued by such L/C Participants in accordance with their respective Revolving PercentagesIssuer on its behalf, a computed for the period from and including the date of issuance of such Letter of Credit participation fee with respect through to their participations in each the expiration date of such Letter of Credit, which shall accrue computed at the a rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, Margin calculated on the basis of a 365- 360 day year (or 366-the “Letter of Credit Fee”), as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit for Credit, payable quarterly in arrears on each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of with respect to such Letter of Credit) to Credit and on the Maturity Date or such earlier date on which such payment is due hereunderas the Commitments shall terminate as provided herein. The Borrower Such commission shall pay be payable to the Administrative Agent, Agent for the account of the applicable Revolving Lenders to be shared ratably among them in accordance with their respective Pro Rata Share. The Borrowers shall pay to the relevant Issuing Bank, L/C Issuer a fronting fee with respect equal to each Letter 1/8 of Credit issued by such Issuing Bank, which shall accrue at the rate 1% per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Credit, payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Maturity Date or such other date as the Commitments shall terminate. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars. If any L/C Issuer makes a payment under a Letter of Credit, the Borrowers shall pay to Administrative Agent an amount equal to the applicable L/C Disbursement on the Business Day such L/C Disbursement is made and, in the absence of such payment, the amount of the L/C Disbursement immediately and automatically shall be deemed to be a Revolving Loan hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3) and, initially, shall bear interest at the rate then applicable to Base Rate Loans. If a L/C Disbursement is deemed to be a Revolving Loan hereunder, the Borrowers’ obligation to pay the amount of such L/C Disbursement to the applicable L/C Issuer shall be automatically converted into an obligation to pay the resulting Revolving Loan. (ii) In addition to the foregoing commissions and fees, the Borrower shall Borrowers agree to pay or reimburse each Issuing Bank the applicable L/C Issuer for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank L/C Issuer in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such L/C Issuer within 10 days after demand therefor. (iii) The Administrative Agent shall, promptly following its any receipt thereof, distribute to the relevant Issuing Bank and the applicable L/C Participants Issuer and the applicable Lenders all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c2.3(c).

Fees, Commissions and Other Charges. (ia) The Borrower shall ----------------------------------- pay to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving Percentageseach Lender, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of Credit, which shall accrue computed for the period from and including the date of issuance of such Letter of Credit to the date such Letter of Credit is no longer outstanding, computed at the a percentage rate per annum equal to the Applicable Rate for Margin from time to time applicable to Loans bearing interest at the Eurodollar Rate Loans then in effectRate, calculated on the basis of a 365- (or 366-, as the case may be) 360-day year, on of the aggregate average daily amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance as to which payment of such Letter of Credit) to the date on which such payment fee is due hereunder. The Borrower shall pay to the Administrative Agentmade, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on each L/C Fee Payment Date to occur while such Letter of Credit remains outstanding and on the date such Letter of Credit expires, is cancelled or is drawn upon. Such fee shall be nonrefundable. (iib) In addition to the foregoing fees, the Borrower shall pay or reimburse each to the Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank Lender the fees set forth in issuing, effecting payment under, amending or otherwise administering any Letter of Creditthe Scotiabank Fee Letter. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants each Lender all fees received by the Administrative Agent for their respective accounts each such Lender's account pursuant to this Section 2.5(c)Section.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a letter of credit commission with respect to each Letter of Credit participation fee with respect to their participations in each issued for the account of the Borrower, computed for the period from and including the date of issuance of such Letter of CreditCredit to the expiration date of such Letter of Credit (the “L/C Period”), which shall accrue computed at the a rate per annum equal to the Applicable Rate Margin then in effect for Eurodollar Rate Loans then in effectthat are Revolving Credit Loans, calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit Credit, payable for the L/C Period monthly (without duplication) in arrears on each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of with respect to such Letter of CreditCredit and (if applicable) on the Termination Date or such earlier date as the Revolving Credit Commitments shall terminate as provided herein. Such commission shall be payable to the date on which such payment is due hereunderAdministrative Agent for the account of the Revolving Credit Lenders to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages. The Borrower shall also pay to the Administrative Agent, for the account of the relevant Issuing BankLender, a fronting fee with respect equal to each Letter 1/4 of Credit issued by such Issuing Bank, which shall accrue at the rate 1% per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank Credit, payable for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable Period monthly (without duplication) in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and (if applicable) on the Termination Date or such other date as the Revolving Credit Commitments shall terminate. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars, notwithstanding that a Letter of Credit may be denominated in any Designated Foreign Currency. In respect of a Letter of Credit denominated in any Designated Foreign Currency, such fees and commissions shall be converted into Dollars at the Spot Rate of Exchange on the date on which they are paid (or, if such date is not a Business Day, at the Spot Rate of Exchange on the Business Day next preceding such date). (iib) In addition to the foregoing commissions and fees, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Borrower or the relevant Regular Subsidiary Borrower shall pay to the Administrative Agent, for the ratable account of the Issuing Lender and the L/C Participants in accordance with their respective under the relevant Revolving PercentagesFacility, a Letter letter of Credit participation fee with respect to their participations credit commission in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee Dollars with respect to each Letter of Credit issued by the Issuing Lender (i) in an amount equal to the Dollar Equivalent of such issuance and payment fees as have been agreed upon by the Borrower and the Issuing BankLender and (ii) in an amount equal to the product of, on the date on which shall accrue at such commission is calculated, (A) the rate per annum equal to 0.20%, calculated on the basis Applicable Margin in respect of a 365- LIBOR Loans that are Revolving Credit Loans and (or 366-, as B) the case may be) day year, on Dollar Equivalent of the aggregate amount available to be drawn under such each Letter of Credit issued by such (plus an additional 1/8 of 1% per annum which shall be payable for the account of the Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunderLender). Such Letter letter of Credit participation fees and fronting fees credit commissions shall be payable in arrears on the last day of each L/C Fee Payment Date March, June, September and December and shall be nonrefundable. (iib) In addition to the foregoing feesfees and commissions, the Borrower or the relevant Regular Subsidiary Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by it. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants under the relevant Revolving Facility all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 3.3.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Bank, a fronting fee ("Fronting Fee") with respect to each Letter of Credit in the amount and at the times as agreed between the Issuing Bank and the Borrower. (b) The Borrower shall pay to the Agent, for the account of the Issuing Bank and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a letter of credit fee ("Letter of Credit participation fee Fee") with respect to their participations in each Letter of Credit, which shall accrue computed for the period from and including the date of the issuance of such Letter of Credit and to but excluding the date such Letter of Credit expires, at the a rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effectannum, calculated on the basis of a 365- (or 366-, as the case may be) day year, equal to the Applicable Margin in effect from time-to-time for the Type of such Letter of Credit and calculated on the aggregate amount available to be drawn for drawing under such Letter of Credit for each day during the period from for which such fee is then being calculated. Each Letter of Credit Fee shall be payable to the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) Participants to the date on which such payment is due hereunderbe shared ratably among them in accordance with their respective Commitment Percentages. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on each L/C Fee Payment Date to occur after the date of issuance of each Letter of Credit and shall be nonrefundable. (iic) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiid) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Each Borrower shall agrees to pay to the Administrative Agent, for the account Agent a letter of the L/C Participants in accordance credit commission with their respective Revolving Percentages, a respect to each Letter of Credit participation fee with respect issued by such Issuing Lender on its behalf, computed for the period from and including the date of issuance of such Letter of Credit through to their participations in each the expiration date of such Letter of Credit, which shall accrue computed at the a rate per annum equal to the Applicable Rate Margin then in effect for Eurodollar Rate Loans then in effect, calculated on based upon the basis actual number of days elapsed over a 365- (or 366-, as the case may be) 360-day year, of the aggregate amount available to be drawn under such Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Termination Date or such earlier date as the Commitments shall terminate as provided herein. Such commission shall be payable to the Administrative Agent for the account of the applicable Revolving Credit Lenders to be shared ratably among them in accordance with their respective Commitment Percentages. Each Borrower shall pay to the relevant Issuing Lender with respect to each Letter of Credit a fee equal to 1/8 of 1.0% per annum of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of or such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued other amounts as may be agreed by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by Borrower and such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Lender, payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Termination Date or such other date as the Commitments shall terminate calculated based upon the actual number of days elapsed over a 360-day year. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars. (iib) In addition to the foregoing commissions and fees, each Borrower agrees to pay amounts necessary to reimburse the Borrower shall pay or reimburse each applicable Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender within ten (10) days after demand therefor. (iiic) The Administrative Agent shall, promptly following its any receipt thereof, distribute to the relevant applicable Issuing Bank Lender and the L/C Participants applicable Lenders all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)Subsection 3.3.

Fees, Commissions and Other Charges. (ia) The Borrower Company shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving Percentages, a Letter of Credit participation fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit, a letter of credit commission with respect to such Letter of Credit issued by such Issuing Bank, which shall accrue at the rate in an amount per annum equal to 0.20%, calculated (i) the Applicable Margin applicable to Eurodollar Loans on the basis date of a 365- payment of such letter of credit commission (or 366-, as which fee shall be for the case may be) day year, on accounts of the aggregate amount available L/C Participants and the Issuing Lender to be drawn under shared ratably among them in accordance with their respective Commitment Percentages) times (ii) the undrawn face amount of such Letter of Credit issued by such Issuing Bank for each day during Credit. In addition, the period from the last L/C Fee Payment Date Company shall pay to the date upon which such payment is due hereunder. Such Letter Administrative Agent for the account of Credit participation fees and the Issuing Lender for its own account a fronting fees shall be fee of 1/8 of 1% per annum, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. (b) Letter of credit commissions which are payable pursuant to clause (a) above shall be non-refundable and shall be nonrefundablepayable to the Administrative Agent in arrears on account of the period from the issuance date with respect thereto through the day immediately preceding the next L/C Fee Payment Date and on each succeeding L/C Fee Payment Date on account of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date. (iic) In addition to the foregoing feesfees and commissions, the Borrower Company shall pay or reimburse the Issuing Lender directly (and not through the Administrative Agent) in respect of each Issuing Bank Letter of Credit for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by it. (iiid) The Administrative Agent shall, promptly following its receipt thereof, distribute shall pay to the relevant Issuing Bank and the each L/C Participants Participant and the Issuing Lender all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each L/C Participant and the Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 3.3 within one day following each L/C Fee Payment Date.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate computed for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, and including the date of issuance of such Letter of Credit) Credit to the expiration date on which of such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the a rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as i) in the case may be) day year, on the aggregate amount available to be drawn under of any such Letter of Credit issued by such Issuing Bank for each day during the period from the last as a Performance L/C Fee Payment Date to C, one-half (1/2) of the date upon which Applicable Margin then in effect for Eurodollar Loans, of the Dollar Equivalent of the aggregate face amount of such payment is due hereunder. Such Letters of Credit outstanding and (ii) in the case of any other Letter of Credit participation fees and fronting fees shall be payable (except for the type described in clause (i) above), the Applicable Margin then in effect for Eurodollar Loans, of the Dollar Equivalent of the aggregate face amount of such Letters of Credit outstanding, payable, in each such case, in arrears on each L/C Fee Payment Date and on the Termination Date; provided, that, with respect to any Foreign L/C, the Dollar Equivalent of the face amount of such Letter of Credit shall be nonrefundablerecalculated on each Calculation Date during the period that such Letter of Credit is outstanding. Such fees shall be payable to the Administrative Agent to be shared ratably among the Revolving 364 Day Lenders in accordance with their respective Commitment Percentages with respect to Revolving 364 Day Loans. In addition, the Borrower shall pay to the Issuing Lender, for its sole account, a fee equal to 0.125% per annum of the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit payable quarterly in arrears on each L/C Fee Payment Date and on the Revolving 364 Day Termination Date; provided, that, with respect to any Foreign L/C, the Dollar Equivalent of the face amount of such Letter of Credit shall be recalculated on each Calculation Date during the period that such Letter of Credit is outstanding. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the relevant L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Each Specified Borrower shall pay to the Administrative Specified Agent, for the account of the L/C Participants Specified Issuing Lender and the Specified Participating Lenders, a letter of credit commission or acceptance fee, as applicable, with respect to each Specified Accommodation, in an amount equal to the Applicable Margin applicable to Specified Revolving Credit Loans bearing interest at the Eurocurrency Rate plus 1/4 of 1% per annum of the average daily face amount of such Specified Accommodation, payable quarterly in arrears on the last day of each March, June, September and December and on the Specified Revolving Credit Commitment Termination Date. A portion of such commission or fee, as applicable, equal to 1/4 of 1% of the average daily face amount of such Specified Accommodation shall be payable to the Specified Issuing Lender for its own account, and the remaining portion of such commission shall be payable to the Specified Issuing Lender and the Specified Participating Lenders to be shared ratably among them in accordance with their respective Specified Revolving Credit Commitment Percentages, a Letter of Credit participation fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees commission and fronting fees shall be payable in arrears on each L/C Fee Payment Date and fee shall be nonrefundable. (iib) In addition to the foregoing feesfees and commissions, the each Specified Borrower shall pay or reimburse each the Specified Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such Specified Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditSpecified Accommodation. (iiic) The Administrative Specified Agent shall, promptly following its receipt thereof, distribute to the relevant Specified Issuing Bank Lender and the L/C Participants Specified Participating Lenders all fees and commissions received by the Administrative Specified Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The applicable Borrower shall agrees to pay to the Administrative Agent, for the account of the relevant Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a letter of credit commission with respect to each Letter of Credit participation fee with respect issued by such Issuing Lender, computed for the period from and including the date of issuance of such Letter of Credit through to their participations in each the expiration date of such Letter of Credit, which shall accrue computed at the a rate per annum equal to the Applicable Rate for Eurodollar Rate Loans Margin then in effect, effect for Eurocurrency Loans that are Tranche A Loans calculated on the basis of a 365- (or 366-, as the case may be) day yearyear for the actual days elapsed, on of the aggregate maximum amount available to be drawn under such Letter of Credit for each day during minus the period from the last L/C Fee Payment Date (orFacing Fee, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated payable on the basis last Business Day of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable quarter in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Maturity Date or such earlier date as the Tranche A Commitments shall terminate as provided herein. Such commission shall be payable to the Administrative Agent for the account of the Lenders to be shared ratably among them in accordance with their respective Tranche A Commitment Percentages. The applicable Borrower shall pay to the Administrative Agent for the account of the relevant Issuing Lender a fee equal to 1/8 of 1% per annum (but in no event less than $500 per annum for each Letter of Credit of the maximum amount available to be drawn under such Letter of Credit) (the “L/C Facing Fee”), payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Maturity Date or such other date as the Commitments shall terminate. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars. (iib) In addition to the foregoing commissions and fees, the each Borrower shall agrees to pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 3.3.

Fees, Commissions and Other Charges. (ia) The Each Borrower shall pay to the Administrative Agent, for the account of the L/C Participants in accordance relevant Revolving Issuing Lender with their respective respect to each Revolving Percentages, a Letter of Credit participation a fronting fee with respect equal to their participations in each Letter of Credit, which shall accrue at the rate 0.125% per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- 360-day year (or 366-, as the case may bebut in no event less than $500 per annum for each Revolving Letter of Credit issued on its behalf) day year, on of the aggregate amount available to be drawn under such Revolving Letter of Credit for Credit, payable quarterly in arrears on each day during the period from the last Revolving L/C Fee Payment Date (or, if later, the date of issuance of with respect to such Revolving Letter of CreditCredit and on the Initial Revolving Maturity Date or such other date as the Revolving Commitments shall terminate. Such fees shall be nonrefundable. Such fees shall be payable in Dollars, notwithstanding that a Revolving Letter of Credit may be denominated in any Designated Foreign Currency. In respect of a Revolving Letter of Credit denominated in any Designated Foreign Currency, such fees shall be converted into Dollars at the Spot Rate of Exchange. (b) to the date on which such payment is due hereunder. The Each Borrower shall pay to the Administrative Agent, for the account of the relevant Term Issuing Bank, a fronting fee Lender with respect to each Term Letter of Credit issued by such Issuing Bank, which shall accrue at the rate a fronting fee equal to 0.125% per annum equal to 0.20%, calculated on the basis of a 365- 360-day year (or 366-, as the case may bebut in no event less than $500 per annum for each Term Letter of Credit issued on its behalf) day year, on of the aggregate amount available to be drawn under such Term Letter of Credit issued by such Issuing Bank for Credit, payable quarterly in arrears on each day during the period from the last Term L/C Fee Payment Date with respect to the date upon which such payment is due hereunder. Such Term Letter of Credit participation and on the date of the termination of the Term Letter of Credit Commitments. Such fees and fronting shall be nonrefundable. Such fees shall be payable in arrears on each L/C Fee Payment Date and Dollars, notwithstanding that a Term Letter of Credit may be denominated in any Designated Foreign Currency. In respect of a Term Letter of Credit denominated in any Designated Foreign Currency, such fees shall be nonrefundableconverted into Dollars at the Spot Rate of Exchange. (iic) In addition to the foregoing fees, each Borrower agrees to pay amounts necessary to reimburse the Borrower shall pay or reimburse each applicable Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by an Issuing Lender. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c).

Fees, Commissions and Other Charges. (a) The Company shall pay (i) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Bank and the L/C Participants in accordance with their respective Revolving Credit Commitment Percentages, a Letter letter of Credit participation fee credit commission with respect to their participations in each Letter of Credit, computed for the period from the Closing Date (in the case of the first such payment) or the date on which shall accrue the last such payment was due (in all other cases) to the date upon which such payment is due hereunder at the rate per annum equal to the Applicable L/C Fee Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the average daily aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date and (or, if later, the date of issuance of such Letter of Creditii) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, Issuing Bank for the account of the relevant Issuing Bankits own account, a fronting fee letter of credit commission with respect to each Letter of Credit issued by Credit, computed for the period from the Closing Date (in the case of the first such Issuing Bank, payment) or the date on which shall accrue the last such payment was due (in all other cases) to the date upon which such payment is due hereunder at the rate of 1/8% per annum equal to 0.20%, calculated on of the basis of a 365- (or 366-, as the case may be) day year, on the average daily aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon for which such payment fee is due hereundercalculated. Such Letter of Credit participation fees and fronting fees commissions shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundable. (iib) In addition to the foregoing feesfees and commissions, the Borrower Company shall pay or reimburse each the Issuing Bank for such normal reasonable and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay ----------------------------------- to the Administrative AgentIssuing Lender, for the account of the L/C Participants in accordance with their respective Revolving Percentageseach Lender, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of Credit, which shall accrue for the period from and including the date of issuance of such Letter of Credit to the date such Letter of Credit is no longer outstanding, computed at the a percentage rate per annum equal to the Applicable Rate for Margin from time to time applicable to Loans bearing interest at the Eurodollar Rate Loans then in effectRate, calculated on the basis of a 365- (or 366-, as the case may be) 360-day year, on the aggregate average daily amount available to be drawn under such Letter of Credit for each day during the period from the last as to which payment of such fee is made. Such letter of credit fee shall be payable on each L/C Fee Payment Date (or, if later, occurring while a Letter of Credit remains outstanding and on the date of issuance of such each Letter of CreditCredit expires, is canceled or is drawn upon. Such letter of credit fee once paid shall be nonrefundable. (b) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing BankLender, a fronting letter of credit fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate equal to 1/4 of 1% per annum equal to 0.20%, calculated on the basis face amount of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under each such Letter of Credit issued by such Issuing Bank for Credit, payable on each day during the period from the last L/C Fee Interest Payment Date (for an ABR Loan) to the date upon which such payment is due hereunderIssuing Lender for its own account. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on each L/C Fee Payment Date and fee once paid shall be nonrefundable. (iic) In addition to the foregoing feesaddition, the Borrower shall pay or reimburse each Issuing Bank for such normal customary administrative, issuance, amendment, payment and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute negotiation charges to the relevant Issuing Bank and the L/C Participants all fees received by the Administrative Agent Lender for their respective accounts pursuant to this Section 2.5(c)its own account.

Fees, Commissions and Other Charges. (ia) The After issuance of a Letter of Credit, the Borrower shall pay to the Administrative AgentAgent a letter of credit facility fee (the "L/C Fee") at the end of each quarter, in arrears, in an amount equal to the product of (i) the face amount of such Letter of Credit times (ii) the Letter of Credit Rate set forth opposite the applicable Consolidated Indebtedness to Consolidated EBITDA Ratio in the Pricing Grid, times (iii) the term of such Letter of Credit, expressed as a fraction equal to the number of days of such term divided by three hundred sixty (360). In addition, as long as any letter of credit issued by The First National Bank of Boston or any affiliate (the "FNBB Letters of Credit") for the account of the Borrower or any Subsidiary is outstanding, the Borrower shall pay to the Issuing Bank an additional fee, based on the face amount of all such letters of credit, equal to the difference between the Letter of Credit Rate that would have applied had such letters of credit been issued hereunder and the letter of credit fee payable on the FNBB Letters of Credit. The applicable Letter of Credit Rate shall be determined based upon the calculations submitted to the Banks pursuant to subsection 6.2(b). In the event that the Letter of Credit Rate cannot be determined at any time because the Borrower's financial statements for the immediately preceding fiscal quarter are not available at such time, the L/C Participants Fee shall be presumed to be the same as the L/C Fee as of the last FQED for which the Borrower's financial statements were available. Any change in the L/C Fee as a consequence of a change in the Letter of Credit Rate shall be effective as of the date of such change in the Letter of Credit Rate. Each L/C Fee payable under this subsection 3.3 shall be shared ratably among the Banks in accordance with their respective Revolving Commitment Percentages, a Letter of Credit participation fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundable. (ii) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiib) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Parent Borrower shall agrees to pay to the Administrative Agent, for the account of the relevant Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a letter of credit commission with respect to each Letter of Credit participation fee with respect issued by such Issuing Lender, computed for the period from and including the date of issuance of such Letter of Credit through to their participations in each the expiration date of such Letter of Credit, which shall accrue computed at the a rate per annum equal to the Applicable Rate for Eurodollar Rate Loans Margin then in effect, effect for Eurocurrency Loans that are Revolving Credit Loans calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit for Credit, payable quarterly in arrears on each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of with respect to such Letter of Credit) Credit and on the Termination Date or such earlier date as the Revolving Credit Commitments shall terminate as provided herein. Such commission shall be payable to the date on which such payment is due hereunderAdministrative Agent for the account of the Revolving Credit Lenders to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages. The Parent Borrower shall pay to the Administrative Agent, Agent for the account of the relevant Issuing Bank, Lender a fronting fee with respect equal to 1/4 of 1% per annum (but in no event less than $500 per annum for each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis Credit) of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Credit, payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Termination Date or such other date as the Revolving Credit Commitments shall terminate. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars, notwithstanding that a Letter of Credit may be denominated in any Designated Foreign Currency. In respect of a Letter of Credit denominated in any Designated Foreign Currency, such fees and commissions shall be converted into Dollars at the Spot Rate of Exchange on the date on which they are paid (or, if such date is not a Business Day, at the Spot Rate of Exchange on the Business Day next preceding such date). (iib) In addition to the foregoing commissions and fees, the Parent Borrower shall agrees to pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 3.3.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving PercentagesIssuing Bank, a Letter of Credit participation fronting fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from and including the last L/C Fee Payment date of issuance thereof to but not including the Expiry Date (orthereof, if later, computed at the rate of 1/8 of 1% per annum on the average daily amount of the undrawn and unexpired amount of such Letter of Credit. Such fronting fee shall be payable quarterly in advance on the date of issuance of such each Letter of CreditCredit and on the last day of each March, June, September and December thereafter. Such fee shall be nonrefundable. (b) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing BankBank and the L/C Participants, a fronting fee letter of credit commission with respect to each Letter of Credit issued by such Issuing Bankfor the period from and including the date of issuance thereof to but not including the Expiry Date thereof, which shall accrue computed at the rate of the then Applicable Margin for Eurodollar Loans per annum equal to 0.20%, calculated on the basis average daily amount of a 365- (or 366-, as the case may be) day year, on the aggregate undrawn and unexpired amount available to be drawn under of such Letter of Credit issued by such Issuing Bank for each day during Credit. Such commission shall be payable to the period from the last L/C Fee Payment Date Participants to be shared ratably among them in accordance with their respective L/C Commitment Percentages. Such commission shall be payable quarterly in advance on the date upon which such payment is due hereunder. Such of issuance of each Letter of Credit participation fees and fronting fees shall be payable in arrears on the last day of each L/C Fee Payment Date March, June, September and December thereafter. Such fee shall be nonrefundable. (iic) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiid) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection. (e) The fees and commissions described in the preceding paragraphs (a) and (b) shall be based on a 360 day year. If any amounts in the preceding paragraphs (a) and (b) shall be payable on a day that is not a Working Day, such amount shall be extended to the next succeeding Working Day unless the result of such extension would be to carry such amount into another calendar month in which event such amount shall be payable on the immediately preceding Working Day.

Fees, Commissions and Other Charges. (ia) The Borrower HCLP shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation fee credit commission with respect to their participations in each Letter of Credit, computed for the period from the date such Letter of Credit is issued to the date upon which shall accrue the next such payment is due hereunder at the rate per annum equal to the Applicable Rate Margin in effect from time to time for Eurodollar Rate Loans then in effectLoans, calculated on the basis of a 365- 365 (or 366-, as the case may be) day year, on of the daily aggregate amount available to be drawn under such Letter of Credit for each day during the period from covered by such payment. In addition, HCLP shall pay to the last L/C Fee Payment Date (or, if later, Issuer a fronting fee in the date amount equal to 0.20% of issuance the face amount of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees commissions shall be payable in arrears on each L/C Fee Payment Date (and the Final Maturity Date) and shall be nonrefundable. Such commissions with respect to each Letter of Credit denominated in an Available Foreign Currency shall be paid in Dollars, and for purposes of calculating the amount of such commissions applicable to each Letter of Credit denominated in an Available Foreign Currency, the face 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. (iib) In addition to the foregoing feesfees and commissions, the Borrower HCLP shall pay or reimburse each the Issuing Bank Lender for such reasonable, normal and customary costs and reasonable expenses as are actually incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)Section.

Fees, Commissions and Other Charges. (a) The Borrower shall pay to: (i) the relevant Issuing Bank, for its own account, a letter of credit commission with respect to each Special Letter of Credit issued by such Issuing Bank, computed for each day during the period when such Special Letter of Credit is outstanding at the rate per annum equal to the face amount of such Letter of Credit times the rate which is mutually agreed between the Borrower and such Issuing Bank (which rate shall not, in any event, exceed the Applicable Commitment Fee Rate in effect on the date of issuance of such Special Letter of Credit); and (ii) the Administrative Agent, for the account of each Issuing Bank and the L/C Participants, a letter of credit commission with respect to each other Commercial Letter of Credit issued by such Issuing Bank, computed for each day during the period when such Commercial Letter of Credit is outstanding at the rate per annum equal to the face amount of such Letter of Credit times the Applicable Commitment Fee Rate on the date of payment. Such commission shall be calculated on the basis of a 365- or 366-day year (as the case may be) and shall be payable, in arrears, on each L/C Fee Payment Date to occur after the date of issuance of such Letter of Credit and shall be nonrefundable. (b) The Borrower shall pay to the Administrative Agent, for the account of each Issuing Bank and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a letter of credit commission with respect to each Standby Letter of Credit participation fee with respect to their participations in issued by such Issuing Bank, computed for each Letter of Credit, day during the period for which shall accrue payment is due at the rate per annum equal to the Applicable Rate Margin in effect for Eurodollar Rate Loans then in effect, on such date (calculated on the basis of a 365- (or 366-366-day year, as the case may be) day year, on times the aggregate amount available to be drawn under such Standby Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of on such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunderdate. Such Letter of Credit participation fees and fronting fees commissions shall be payable payable, in arrears arrears, on each L/C Fee Payment Date to occur after the issuance of such Standby Letter of Credit and shall be nonrefundable. (c) The Borrower shall pay to the relevant Issuing Bank, for its own account, a fronting fee in the amount equal to (i) 1/8 of 1% of the face amount of each Commercial Letter of Credit (other than any Special Letter of Credit) issued by such Issuing Bank and (ii) 1/8 of 1% per annum on the face amount of each Standby Letter of Credit issued by it. Such fronting fees shall be calculated on the basis of a 365- or 366-day year (as the case may be) and shall payable, in arrears, on each L/C Fee Payment Date with respect to any such Letters of Credit which were outstanding during the period for which payment is due. Notwithstanding anything to the contrary contained herein, no such fronting fee shall be payable with respect to any Special Letter of Credit. (d) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by it. (iiie) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 4.3.

Fees, Commissions and Other Charges. (ia) The Each Borrower shall agrees to pay to the Administrative Agent, for the account Agent a letter of the L/C Participants in accordance credit commission with their respective Revolving Percentages, a respect to each Letter of Credit participation fee with respect issued by such Issuing Lender on its behalf, computed for the period from and including the date of issuance of such Letter of Credit through to their participations in each the expiration date of such Letter of Credit, which shall accrue computed at the a rate per annum equal to the Applicable Rate Margin then in effect for Eurodollar Term SOFR Rate Loans then in effect, that are Revolving Credit Loans calculated on based upon the basis actual number of days elapsed over a 365- (or 366-, as the case may be) 360-day year, of the aggregate amount available to be drawn under such Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Termination Date or such earlier date as the Commitments shall terminate as provided herein. Such commission shall be payable to the Administrative Agent for the account of the applicable Revolving Credit Lenders to be shared ratably among them in accordance with their respective Commitment Percentages. Each Borrower shall pay to the relevant Issuing Lender with respect to each Letter of Credit a fee equal to 0.125% per annum of the Dollar Equivalent of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of or such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued other amounts as may be agreed by such Borrower and such Issuing Bank, which shall accrue at Lender) calculated based upon the rate per annum equal to 0.20%, calculated on the basis actual number of days elapsed over a 365- (or 366-, as the case may be) 360-day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Termination Date or such other date as the applicable Commitments shall terminate as provided herein. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars. (iib) In addition to the foregoing commissions and fees, each Borrower agrees to pay amounts necessary to reimburse the Borrower shall pay or reimburse each applicable Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender within 10 days after demand therefor. (iiic) The Administrative Agent shall, promptly following its any receipt thereof, distribute to the relevant applicable Issuing Bank Lender and the L/C Participants applicable Lenders all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)Subsection 3.3.

Fees, Commissions and Other Charges. (ia) The Each Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a letter of credit commission with respect to each Letter of Credit participation fee with respect issued for the account of such Borrower, computed for the period from and including the date of issuance of such Letter of Credit to their participations in each the expiration date of such Letter of Credit, which shall accrue computed at the rate per annum equal to the Applicable Rate Margin in effect for Eurodollar Rate Revolving Credit Loans then in effectthat are Eurocurrency Loans, calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit for Credit, payable (without duplication) quarterly in arrears on each day during the period from the last L/C Fee Payment Date (or, if later, to occur while such Letter of Credit remains outstanding and on the expiration date of issuance of such Letter of Credit) Credit and the Termination Date. Such commission shall be payable to the date on which such payment is due hereunderAdministrative Agent for the account of the Revolving Credit Lenders to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages. The Each Borrower shall also pay to the Administrative Agent, for the account of the relevant Issuing BankLender, a fronting fee with respect equal to each Letter 1/4 of Credit issued by such Issuing Bank, which shall accrue at the rate 1% per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such each Letter of Credit issued by for the account of such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Borrower, payable quarterly in arrears on each L/C Fee Payment Date to occur while such Letter of Credit remains outstanding and on the expiration date of such Letter of Credit. Such commissions shall be nonrefundable. Such fees and commissions shall be payable in Dollars, notwithstanding that a Letter of Credit may be denominated in any Designated Foreign Currency. In respect of a Letter of Credit denominated in any Designated Foreign Currency, such fees and commissions shall be converted into Dollars at the Spot Rate of Exchange on the date on which they are paid (or, if such date is not a Business Day, at the Spot Rate of Exchange on the Business Day next preceding such date). (iib) In addition to the foregoing feesfees and commissions, the each Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued for the account of such Borrower. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection. The Administrative Agent shall notify the Lenders at least monthly of the aggregate outstanding Letters of Credit.

Fees, Commissions and Other Charges. (ia) The Borrower Each Account Party shall pay to the Administrative Agent, for the account of each Issuing Bank and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter of Credit participation fee commission with respect to their participations in each Standby Letter of CreditCredit issued by such Issuing Bank for the account of or at the request of such Account Party, computed for each day during the period for which shall accrue payment is due at the rate per annum equal to the Applicable Rate Margin in effect for Eurodollar Rate Eurocurrency Loans then in effect, on such date (calculated on the basis of a 365- (or 366-366-day year, as the case may be) day year, on times the aggregate amount available to be drawn under such Standby Letter of Credit for on such date. Such commissions shall be payable, in arrears, on each day during the period from the last L/C Fee Payment Date (or, if later, to occur after the date of issuance of such Standby Letter of CreditCredit and shall be nonrefundable. (b) to the date on which such payment is due hereunder. The Borrower Each Account Party shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, for its own account, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis face amount of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such each Letter of Credit issued by such Issuing Bank for each day during the period from account of or at the last L/C Fee Payment Date request of such Account Party at a rate per annum to be agreed upon between the date upon which applicable Account Party and such payment is due hereunderIssuing Bank. Such Letter of Credit participation fees and fronting fees shall be payable calculated on the basis of a 365- or 366-day year (as the case may be) and shall payable, in arrears arrears, on each L/C Fee Payment Date and shall be nonrefundablewith respect to any such Letters of Credit which were outstanding during the period for which payment is due. (iic) In addition to the foregoing feesfees and commissions, the Borrower each Account Party shall pay or reimburse each Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by it for the account of or at the request of such Account Party. (iiid) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 3.3.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation fee credit commission with respect to their participations in each Letter of Credit, computed for the period from the date of such payment to the date upon which shall accrue the next such payment is due hereunder at the a rate per annum equal to the Applicable Rate Margin for Revolving Credit Loan which are Eurodollar Rate Loans then in effect, calculated on the basis of the actual days elapsed over a 365- (or 366-, as the case may be) 360 day year, on of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to on the date on which such payment fee is due hereunder. The Borrower calculated and shall pay be payable to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date Participants and the Issuing Lender to the date upon which such payment is due hereunderbe shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages. Such Letter of Credit participation fees and fronting fees commissions shall be payable in arrears on each L/C Fee Payment Date to occur after the issuance of each Letter of Credit and shall be nonrefundable. Additionally, the Borrower shall pay to the Administrative Agent, solely for the account of the Issuing Lender, a per annum fronting fee of one-quarter of one percent (.25%) of the aggregate amount available to be drawn under each Letter of Credit. Such fronting fee shall be nonrefundable and shall be payable in arrears on each L/C Fee Payment Date to occur after the issuance of each Letter of Credit and upon expiration or draw of such Letter of Credit. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving PercentagesIssuing Bank, a Letter of Credit participation fronting fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from and including the last L/C Fee Payment date of issuance thereof to but not including the Expiry Date (orthereof, if later, computed at the rate of 0.15% per annum on the average daily amount of the undrawn and unexpired amount of such Letter of Credit. Such fronting fee shall be payable quarterly in advance on the date of issuance of such each Letter of CreditCredit and on the last day of each March, June, September and December thereafter, commencing September 30, 2003. Such fee shall be nonrefundable. (b) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing BankBank and the L/C Participants, a fronting fee letter of credit commission with respect to each Letter of Credit issued by such Issuing Bankfor the period from and including the date of issuance thereof to but not including the Expiry Date thereof, which shall accrue computed at the rate of the then Applicable Margin for Eurodollar Loans per annum equal to 0.20%, calculated on the basis average daily amount of a 365- (or 366-, as the case may be) day year, on the aggregate undrawn and unexpired amount available to be drawn under of such Letter of Credit issued by such Issuing Bank for each day during Credit. Such commission shall be payable to the period from the last L/C Fee Payment Date Participants to be shared ratably among them in accordance with their respective L/C Commitment Percentages. Such commission shall be payable quarterly in advance on the date upon which such payment is due hereunder. Such of issuance of each Letter of Credit participation fees and fronting fees shall be payable in arrears on the last day of each L/C Fee Payment Date March, June, September and December thereafter, commencing September 30, 2003. Such fee shall be nonrefundable. (iic) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.. SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (iiid) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)3.4. (e) The fees and commissions described in the preceding paragraphs (a) and (b) shall be based on a 360 day year. If any amounts in the preceding paragraphs (a) and (b) shall be payable on a day that is not a Working Day, such amount shall be extended to the next succeeding Working Day unless the result of such extension would be to carry such amount into another calendar month in which event such amount shall be payable on the immediately preceding Working Day.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of Credit, Credit payable in Dollars in the Dollar Equivalent Amount of the amount of such fee calculated in the Currency in which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit is denominated, computed for each day during the period from the last L/C Fee Payment Date (or, if later, and including the date of issuance of such Letter of Credit) Credit to the expiration date on which of such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the a rate per annum equal to 0.20%, calculated the Applicable Margin in effect during such period for Eurocurrency Loans that are Revolving Credit Loans (on the basis of the actual number of days elapsed over a 365- (or 366-, as the case may be) 360-day year, ) on the aggregate face amount available to be drawn under such Letter of Letters of Credit issued by outstanding during such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be period, payable in arrears on each L/C Fee Payment Date and on the Revolving Credit Commitment Termination Date. Such fee shall be nonrefundablepayable to the Administrative Agent to be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages. In addition, the Borrower shall pay to the Issuing Lender, for its own account, a fee equal to 0.125% per annum on the aggregate face amount of outstanding Letters of Credit, payable in Dollars in the Dollar Equivalent Amount of the amount of such fee calculated in Currency in which such Letter of Credit is denominated quarterly in arrears on each L/C Fee Payment Date and on the Revolving Credit Commitment Termination Date and calculated on the basis of the actual number of days elapsed over a 360-day year. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c).

Fees, Commissions and Other Charges. (ia) The Borrower Company shall pay to the Administrative Agent, for the account Agent (through its Treasury and International Services Group) a fee equal to 1.5 percent (1.5%) per annum (or 3.5 percent (3.5%) per annum at any time when any of the L/C Participants Borrowers is paying interest at the rates set forth in accordance with their respective Revolving Percentages, a subsection 6.5(e) hereof) of the available amount of any Domestic Letter of Credit participation outstanding from time to time during the term of this Agreement. Such fee with respect to their participations shall be payable quarterly in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated arrears on the basis first calendar day of a 365- (or 366-each April, as the case may be) day yearJuly, on the aggregate amount available October and January to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, occur after the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Domestic Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated and on the basis expiration date of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Domestic Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on each L/C Fee Payment Date demand after the occurrence of an Event of Default which is continuing and shall be nonrefundable. A portion of such fee equal to one quarter of one percent (1/4 of 1%) per annum of the available amount of such Domestic Letter of Credit outstanding from time to time shall be payable to the Agent for its own account and the remainder of such fee shall be payable to the Lenders pro rata according to their respective Commitment Percentages. (iib) In addition to the foregoing feesfees and commissions, the Borrower Company shall (i) pay or reimburse each the Issuing Bank (through the Agent) for its own account for such normal and customary fees, costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any and processing such Domestic Letter of CreditCredit and (ii) pay the Issuing Bank (through the Agent) for its own account such other fees as shall be agreed by the Issuing Bank and the Company. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants Lenders all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The relevant Sterling Subsidiary Borrower shall pay to the Sterling Administrative Agent, for the ratable account of the Sterling Issuing Lender and the Sterling L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation fee credit commission in Sterling with respect to their participations each Sterling Trade L/C issued by the Sterling Issuing Lender (i) in each Letter an amount equal to the Dollar Equivalent of Creditsuch issuance and payment fees as have been agreed upon by the relevant Sterling Subsidiary Borrower and the Sterling Issuing Lender and (ii) in an amount equal to the product of, on the date on which shall accrue at such commission is calculated, (A) the rate per annum equal to the Applicable Rate Margin in respect of LIBOR Loans and (B) the Dollar Equivalent of the aggregate amount available to be drawn under each Sterling Letter of Credit (plus an additional 1/8 of 1% per annum which shall be payable for Eurodollar Rate Loans then the account of the Sterling Issuing Lender). Such letter of credit commissions shall be payable in effect, calculated arrears on the basis last day of each March, June, September and December and shall be nonrefundable. (b) The relevant Sterling Subsidiary Borrower shall pay to the Sterling Administrative Agent, for the ratable account of the Sterling Issuing Lender and the Sterling L/C Participants, a 365- letter of credit commission in Sterling with respect to each Sterling Standby L/C issued by the Sterling Issuing Lender, computed for the period from the date of such payment to the date upon which the next such payment is due hereunder in an amount equal to the product of (or 366-, as i) the case may berate equal to the Applicable Margin in respect of LIBOR in effect on the date on which such commission is calculated and (ii) day year, on the Sterling Equivalent of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last Sterling Standby L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to on the date on which such payment commission is due hereundercalculated (plus an additional 1/8 of 1% per annum which shall be payable for the account of the Sterling Issuing Lender). The relevant Sterling Subsidiary Borrower shall also pay to the Sterling Administrative Agent, for the account of the Sterling Issuing Lender, such issuance fees as have been agreed upon by the relevant Sterling Subsidiary Borrower and the Sterling Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunderLender. Such Letter letter of Credit participation fees and fronting fees credit commissions shall be payable in arrears on the last day of each L/C Fee Payment Date March, June, September and December and shall be nonrefundable. (ii) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c).

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving Percentageseach Lender, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, and including the date of issuance of such Letter of Credit) Credit to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bankis no longer outstanding, which shall accrue computed at the a percentage rate per annum equal to 0.20%the Applicable Margin from time to time applicable to Eurodollar Loans, calculated on the basis of a 365- (or 366-, as the case may be) 360-day year, on the aggregate face amount available to be drawn under such of each Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be issued, payable in arrears on each L/C Fee Payment Date to occur while such Letter of Credit remains outstanding and on the date such Letter of Credit expires, is cancelled or is drawn upon. Such fee shall be payable quarterly in arrears and shall be nonrefundable. (iib) In addition to the foregoing letter of credit fees, the Borrower shall pay or reimburse to the Issuing Lender a fee with respect to the issuance of each Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit, for the period from and including the date of issuance of each Letter of Credit to the date such Letter of Credit is no longer outstanding computed at a rate of 1/8 of 1% per annum, calculated on the basis of a 360-day year, on the face amount of each Letter of Credit issued, payable on each L/C Fee Payment Date to occur while such Letter of Credit remains outstanding and on the date such Letter of Credit expires, is cancelled or is drawn upon. Such fee shall be payable quarterly in advance and shall be non-refundable. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants each Lender all fees received by the Administrative Agent for their respective accounts each such Lender's account pursuant to this Section 2.5(c3.3(a).

Fees, Commissions and Other Charges. (i) The Borrower shall agrees to pay to the Administrative Agent, for the account of the relevant Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a letter of credit commission with respect to each Letter of Credit participation fee with respect issued by such Issuing Lender, computed for the period from and including the date of issuance of such Letter of Credit through to their participations in each the expiration date of such Letter of Credit, which shall accrue computed at the a rate per annum equal to the Applicable Rate for Eurodollar Rate Loans Margin then in effect, effect for Eurocurrency Loans that are Revolving Loans calculated on the basis of a 365- (or 366-, as the case may be) day yearyear for the actual days elapsed, on of the aggregate maximum amount available to be drawn under such Letter of Credit for each day during minus the period from L/C Facing Fee, payable on the last Business Day of each quarter in arrears on each L/C Fee Payment Date (or, if later, the date of issuance of with respect to such Letter of Credit) Credit and on the Revolving Facility Maturity Date or such earlier date as the Revolving Commitments shall terminate as provided herein. Such commission shall be payable to the date on which such payment is due hereunderAdministrative Agent for the account of the Lenders to be shared ratably among them in accordance with their respective Revolving Commitment Percentages. The Borrower shall pay to the Administrative Agent, Agent for the account of the relevant Issuing Bank, Lender a fronting fee with respect equal to 1/8 of 1.0% per annum (but in no event less than $500.00 per annum for each Letter of Credit issued by such Issuing Bank, which shall accrue at Credit) of the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate maximum amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during (the period from the last “L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Facing Fee”), payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Revolving Facility Maturity Date or such other date as the Revolving Commitments shall terminate. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars. (ii) In addition to the foregoing commissions and fees, the Borrower shall agrees to pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(csubsection 2.9(c).

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving Percentageseach Lender, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of CreditCredit (whether issued or renewed), which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, and including the date of issuance of such Letter of Credit) Credit to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bankis no longer outstanding, which shall accrue computed at the a percentage rate per annum equal to 0.20%the Applicable Margin from time to time applicable to Eurodollar Loans, calculated on the basis of a 365- (or 366-, as the case may be) 360-day year, on the aggregate stated amount available to be drawn under such of each Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be issued, payable in arrears on each L/C Fee Payment Date to occur while such Letter of Credit remains outstanding and on the date such Letter of Credit expires, is cancelled or is drawn upon. Such fee shall be payable quarterly in arrears and shall be nonrefundable. (iib) In addition to the foregoing letter of credit fees, the Borrower shall pay or reimburse to the Issuing Lender for the account of the Issuing Lender (i) a fee with respect to the issuance and/or renewal of each Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit, for the period from and including the date of issuance or renewal of each Letter of Credit to the date such Letter of Credit is no longer outstanding computed at a rate of 1/8 of 1% per annum, calculated on the basis of a 360-day year, on the stated amount of each Letter of Credit issued, payable on each L/C Fee Payment Date to occur while such Letter of Credit remains outstanding and on the date such Letter of Credit expires, is cancelled or is drawn upon (such fee shall be payable quarterly in advance and shall be non-refundable) and (ii) with respect to each Letter of Credit, whether issued or renewed, the standard charges assessed by the Issuing Lender in connection with the administration (including any drawings) and amendment of Letters of Credit, such fee to be paid upon notice from Issuing Lender and shall be non-refundable. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants each Lender all fees received by the Administrative Agent for their respective accounts each such Lender's account pursuant to this Section 2.5(c3.3(a).

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate computed for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, and including the date of issuance of such Letter of Credit) Credit to the expiration date of such Letter of Credit at a rate per annum equal to the Applicable Margin then in effect for LIBOR Revolving Credit Loans, of the aggregate maximum drawable amount of Letters of Credit outstanding from time to time, payable in arrears within 15 days following each L/C Fee Payment Date and on which such payment is due hereunderthe Revolving Loan Termination Date. The Such fee shall be payable to the Administrative Agent to be shared ratably among the Revolving Credit Lenders in accordance with their respective Commitment Percentages with respect to Revolving Credit Loans. In addition, the Borrower shall pay to the Administrative Agent, for the sole account of the relevant Issuing BankLender, a fronting fee with respect equal to each Letter the greater of (i) $150 and (ii) 0.125% per annum of the aggregate maximum drawable amount of Letters of Credit issued by such Issuing Bankoutstanding from time to time, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable quarterly in arrears on within 15 days following each L/C Fee Payment Date and shall be nonrefundableon the Revolving Loan Termination Date. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The US Borrower shall pay to the Administrative Agent, for the account of the L/C Participants Issuing Lender and the Tranche B Chips Lenders, a letter of credit commission with respect to the portion of the Chips Letter of Credit in which the Tranche B Chips Lenders participate in an amount equal to 1/16 of 1% plus the Applicable Margin applicable to Tranche B Chips Term Loans bearing interest at the Eurocurrency Rate of the average daily face amount of such portion, payable quarterly in arrears on the last day of each of March, June, September and December and on the date of each drawing under the Chips Letter of Credit and upon the expiry thereof. A portion of such commission equal to 1/16 of 1% of the average daily face amount of such portion shall be payable to the Issuing Lender for its own account, and the remaining portion of such commission shall be payable to the Issuing Lender and the Tranche B Chips Lenders to be shared ratably among them in accordance with their respective Revolving Tranche B Chips Commitment Percentages. Once paid, a Letter of Credit participation fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on each L/C Fee Payment Date and commission shall be nonrefundable. (iib) In addition to the foregoing feescommissions, the US Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any the Chips Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants Tranche B Chips Lenders all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 5.4.

Fees, Commissions and Other Charges. (a) The Borrower or the respective Subsidiary Guarantor shall pay (i) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a commission with respect to each outstanding Letter of Credit, computed for the period from the Closing Date (in the case of the first such payment) or the date on which the last such payment was due (in all other cases) to the date upon which such payment is due hereunder, in each case equal to the L/C Fee, payable to the Issuing Lender and the L/C Participants to be shared ratably among them in accordance with their respective Revolving Credit Percentages, and (ii) to the Issuing Lender, a Letter of Credit participation fee commission with respect to their participations in each Letter of Credit, computed for the period from the Closing Date (in the case of the first such payment) or the date on which shall accrue the last such payment was due (in all other cases) to the date upon which such payment is due hereunder at the rate of 0.10% per annum equal to of the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the average daily aggregate Dollar Equivalent amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (orfor which such fee is calculated, if later, the date of issuance of such Letter of Credit) payable to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunderLender. Such Letter of Credit participation fees and fronting fees commissions shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundable. (iib) In addition to the foregoing feesfees and commissions, the Borrower or the respective Subsidiary Guarantor shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)Section.

Fees, Commissions and Other Charges. (ia) The Borrower Borrowers shall pay to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving PercentagesIssuing Bank, a Letter of Credit participation fronting fee with respect to their participations in each Letter of CreditCredit issued by the Issuing Bank, which shall accrue at from the rate per annum equal date of issuance of such Letter of Credit to the Applicable Rate for Eurodollar Rate Loans then in effectdate of expiration or termination thereof, at a rate of 1/8% per annum, calculated on the basis of the actual number of days elapsed in a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C over which such fee is calculated. Such fee shall be payable in arrears on each Fee Payment Date (or, if later, the date of to occur after such issuance of such Letter of Credit) and prior to the date Scheduled Termination Date and on which such payment is due hereunder. the Scheduled Termination Date. (b) The Borrower Borrowers shall pay to the Administrative Agent, for the account of the relevant Issuing BankBanks, a fronting fee letter of credit 66 34 commission with respect to each Letter of Credit, from the date of issuance of such Letter of Credit issued by such Issuing Bankto the date of expiration or termination thereof, which shall accrue at the a rate per annum equal to 0.20%the Letter of Credit Commission Rate, calculated on the basis of the actual number of days elapsed in a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon over which such payment commission is due hereundercalculated. Such Letter of Credit participation fees and fronting fees commission shall be payable in arrears on each L/C Fee Payment Date to occur after such issuance and prior to the Scheduled Termination Date and on the Scheduled Termination Date and shall be nonrefundableshared ratably among the Banks in accordance with their respective Commitment Percentages. (iic) In addition to the foregoing feesfees and commissions, the Borrower Borrowers shall pay or reimburse each the Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiid) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants Banks all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation fee credit commission with respect to their participations in each Letter of Credit, which shall accrue computed for the period from and including the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit, computed at the a rate per annum equal to the Applicable Rate Margin then in effect for Eurodollar Rate Loans then in effect, that are Revolving Credit Loans calculated on the basis of a 365- (or 366-, as the case may be) 360-day year, on of the aggregate amount available to be drawn under such Letter of Credit for Credit, payable quarterly in arrears on each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of with respect to such Letter of Credit) Credit and on the Termination Date or such earlier date as the Revolving Credit Commitments shall terminate as provided herein. Such commission shall be payable to the date on which such payment is due hereunderAdministrative Agent for the account of the Revolving Credit Lenders to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages. The Borrower shall also pay to the Administrative Agent, for the account of the relevant Issuing BankLender, a fronting fee with respect equal to each Letter 1/4 of Credit issued by such Issuing Bank, which shall accrue at the rate 1% per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Credit, payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Termination Date or such other date as the Revolving Credit Commitments shall terminate. Such commissions and fees shall be nonrefundable. (iib) In addition to the foregoing commissions and fees, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c).subsection. 47 41

Fees, Commissions and Other Charges. missions and Other Charges (ia) The On each L/C Fee Payment Date, the Borrower Agent shall pay to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving PercentagesBanks, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of Credit, which shall accrue computed for the period from the date of issuance of such Letter of Credit or the immediately preceding L/C Fee Payment Date, as the case may be, at the rate of .75% per annum equal to (the Applicable Rate for Eurodollar Rate Loans then in effect"Working Capital Fee Rate"), calculated on the basis of a 365- (or 366-, as the case may be) 360-day yearyear for actual days elapsed, on the aggregate weighted average amount available to be drawn under such Letter of Credit for each day during the period relevant period, to be shared ratably among the Banks in accordance with their respective Working Capital Commitment Percentages; provided, however, that from the last L/C Fee Payment Date (orand after September 24, if later1997, the date of issuance of such Letter of Credit) Working Capital Fee Rate shall be equal to the date on which such payment is due hereunder. The Borrower shall pay Applicable Margin for LIBOR Loans in effect from time to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereundertime. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on each L/C Fee Payment Date after the issuance of such Letter of Credit and shall be nonrefundable. (iib) The Borrowers shall also pay to the Administrative Agent, for the account of the Issuing Bank, a fronting fee with respect to each Letter of Credit equal to 0.125% of the face amount available to be drawn under such Letter of Credit. Such fronting fee shall be due and payable on the date of issuance of such Letter of Credit and shall be nonrefundable. (c) In addition to the foregoing fees, the Borrower shall pay or reimburse each the Issuing Bank for such reasonable, normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuingto issue, effecting effect payment under, amending amend or otherwise administering administer any Letter of Credit. (iiid) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants Banks all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 2.1.13.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Bank, a fronting fee ("Fronting Fee") with respect to each Letter of Credit in the amount and at the times set forth in the Fee Letter. (b) The Borrower shall pay to the Agent, for the account of the Issuing Bank and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a letter of credit fee ("Letter of Credit participation fee Fee") with respect to their participations in each Letter of Credit, which shall accrue computed for the period from and including the date of the issuance of such Letter of Credit and to but excluding the date such Letter of Credit expires, at the a rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effectannum, calculated on the basis of a 365- (or 366-, as the case may be) day year, equal to the Applicable Margin in effect from time-to- time for the Type of such Letter of Credit and calculated on the aggregate amount available to be drawn for drawing under such Letter of Credit for each day during the period from for which such fee is then being calculated. Each Letter of Credit Fee shall be payable to the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) Participants to the date on which such payment is due hereunderbe shared ratably among them in accordance with their respective Commitment Percentages. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on each L/C Fee Payment Date to occur after the date of issuance of each Letter of Credit and shall be nonrefundable. (iic) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiid) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (i) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Bank and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation fee credit commission with respect to their participations in each Letter of Credit, computed for the period from the last L/C Fee Payment Date (or, if later, the date of issuance thereof) to the date upon which shall accrue such payment is due hereunder at the rate per annum equal to the Applicable Rate Margin for Eurodollar LIBOR Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to on the date on which such payment fee is due hereundercalculated. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by Credit, computed for the period from the last L/C Fee Payment Date to the date upon which such Issuing Bank, which shall accrue payment is due hereunder at the rate per annum equal to 0.201/8 of 1%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to on the date upon on which such payment fee is due hereundercalculated. Such Letter of Credit participation fees commissions and fronting fees shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundable. (ii) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (i) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Bank and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation fee credit commission with respect to their participations in each Letter of Credit, computed for the period from the last L/C Fee Payment Date (or, if later, the date of issuance thereof) to the date upon which shall accrue such payment is due hereunder at the rate per annum equal to the Applicable Rate Margin for Eurodollar LIBOR Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to on the date on which such payment fee is due hereundercalculated. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by Credit, computed for the period from the last L/C Fee Payment Date to the date upon which such Issuing Bank, which shall accrue payment is due hereunder at the rate per annum equal to 0.201/8 of 1%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to on the date upon on which such payment fee is due hereundercalculated. Such Letter of Credit participation fees commissions and fronting fees shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundable. (ii) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank for such normal and customary costs and reasonable expenses as are 32 27 incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Parent Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a letter of credit commission with respect to each Letter of Credit participation fee with respect to their participations in each issued for the account of the Parent Borrower, computed for the period from and including the date of issuance of such Letter of CreditCredit to the expiration date of such Letter of Credit (the “L/C Period”), which shall accrue computed at the a rate per annum equal to the Applicable Rate for Eurodollar Rate Loans Margin then in effecteffect for Eurocurrency Loans that are Revolving Credit Loans, calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit Credit, payable for the L/C Period quarterly (without duplication) in arrears on each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of with respect to such Letter of CreditCredit and (if applicable) on the Termination Date or such earlier date as the Revolving Credit Commitments shall terminate as provided herein. Such commission shall be payable to the date on which such payment is due hereunderAdministrative Agent for the account of the Revolving Credit Lenders to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages. The Parent Borrower shall also pay to the Administrative Agent, for the account of the relevant Issuing BankLender, a fronting fee with respect equal to each Letter 1/4 of Credit issued by such Issuing Bank, which shall accrue at the rate 1% per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank Credit, payable for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable Period quarterly (without duplication) in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and (if applicable) on the Termination Date or such other date as the Revolving Credit Commitments shall terminate. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars, notwithstanding that a Letter of Credit may be denominated in any Designated Foreign Currency. In respect of a Letter of Credit denominated in any Designated Foreign Currency, such fees and commissions shall be converted into Dollars at the Spot Rate of Exchange on the date on which they are paid (or, if such date is not a Business Day, at the Spot Rate of Exchange on the Business Day next preceding such date). (iib) In addition to the foregoing commissions and fees, the Parent Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Borrower SAC shall pay to the Administrative Agent, for the account of the L/C Participants in accordance with U.S. Dollar Banks (including the Issuing Bank) pro rata according to their respective Revolving Credit Commitment Percentages, a Letter letter of Credit participation fee credit commission with respect to their participations in each Letter of Credit, which shall accrue computed at the a rate per annum equal to the then Applicable Rate Margin for Eurodollar Rate Loans then in effect, calculated on the daily average undrawn face amount of such Letter of Credit (computed on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under actual number of days such Letter of Credit for each day during the period from is outstanding in a year of 360 days). Such commissions shall be payable in arrears on the last L/C Fee Payment Date (orBusiness Day of each March, if laterJune, September and December to occur after the date of issuance of such each Letter of Credit) to , and on the Revolving Credit Maturity Date or such earlier date on which such payment is due hereunderas the Revolving Credit Commitments are terminated, and shall be nonrefundable. The Borrower SAC shall also pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with in respect to of each Letter of Credit issued by the Issuing Bank a fronting fee for the period from and including the date of issuance of such Issuing Bank, which shall accrue Letter of Credit to and including the date of termination of such Letter of Credit computed at the rate of .125% per annum equal to 0.20%, calculated on the daily average undrawn face amount of such Letter of Credit (computed on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under actual number of days such Letter of Credit issued by such Issuing Bank for each day during is outstanding in a year of 360 days). The fees described in the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees preceding sentence shall be due and payable quarterly in arrears on the last Business Day of each L/C Fee Payment March, June, September and December of each year and on the Revolving Credit Maturity Date or such earlier date as the Revolving Credit Commitments are terminated and shall be nonrefundable. (iib) In addition to the foregoing feesfees and commissions, the Borrower SAC shall pay or reimburse each the Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants U.S. Dollar Banks all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (i) The Borrower shall pay agrees to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving Percentages, a Letter of Credit participation fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing BankBank and the L/C Participants, a fronting fee letter of credit commission with respect to each Letter of Credit issued by such Issuing BankBank on its behalf, which shall accrue computed for the period from and including the date of issuance of such Letter of Credit through to the expiration date of such Letter of Credit, computed at the a rate per annum equal to 0.20%the Applicable Margin then in effect for Daily Simple SOFR Rate Loans, Term SOFR Rate Loans or Eurodollar Loans (or in the case of Canadian Dollars, BA Equivalent Loans) that are Revolving Loans calculated on the basis of a 365- (360 day year for the actual days elapsed, of the maximum amount available to be drawn under such Letter of Credit, payable on the last Business Day of each Fiscal Quarter in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Initial Revolving Maturity Date or 366-, such earlier date as the case may be) day year, Revolving Commitments shall terminate as provided herein. Such commission shall be payable to the Administrative Agent for the account of the Lenders to be shared ratably among them in accordance with their respective Revolving Commitment Percentages. The Borrower shall pay to the Administrative Agent for the account of the relevant Issuing Bank with respect to each Letter of Credit issued on its behalf a fee equal to 1/8 of 1% per annum of the aggregate maximum amount available to be drawn under such Letter of Credit issued by (or such other fee as may be agreed between any such Issuing Bank for each day during and the period from Borrower) (the last “L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Facing Fee”), payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Initial Revolving Maturity Date or such other date as the Revolving Commitments shall terminate. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars, notwithstanding that a Letter of Credit may be denominated in any Designated Foreign Currency. In respect of a Letter of Credit denominated in any Designated Foreign Currency, such fees and commissions shall be converted into Dollars at the Spot Rate of Exchange on the date on which they are paid (or, if such date is not a Business Day, at the Spot Rate of Exchange on the Business Day next preceding such date). (ii) In addition to the foregoing commissions and fees, the Borrower shall agrees to pay or reimburse each the Administrative Agent, for the account of the relevant Issuing Bank Bank, for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Bank. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant applicable Issuing Bank and the L/C Participants all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(cSubsection 2.6(c).

Fees, Commissions and Other Charges. (i) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Bank and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit commission fee with respect to their participations in each Letter of Credit, computed for the period from the last L/C Fee Payment Date (or, if later, the date of issuance thereof) to the date upon which shall accrue such payment is due hereunder at the rate per annum equal to the Applicable Margin for LIBOR Rate for Eurodollar Rate Loans that are Revolving Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to on the date on which such payment fee is due hereundercalculated. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by Credit, computed for the period from the last L/C Fee Payment Date to the date upon which such Issuing Bank, which shall accrue payment is due hereunder at the rate per annum equal to 0.201/8 of 1%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to on the date upon on which such payment fee is due hereundercalculated. Such Letter of Credit participation fees commissions and fronting fees shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundable. (ii) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (i) The Parent Borrower shall agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a letter of credit commission with respect to each Letter of Credit participation fee with respect issued by such Issuing Bank, computed for the period from and including the date of issuance of such Letter of Credit through to their participations in each the expiration date of such Letter of Credit, which shall accrue computed at the a rate per annum equal to the Applicable Rate for Eurodollar Rate Loans Margin then in effect, effect for Eurocurrency Loans that are Revolving Loans calculated on the basis of a 365- (or 366-, as the case may be) day yearyear for the actual days elapsed, on of the aggregate maximum amount available to be drawn under such Letter of Credit for each day during minus the period from L/C Facing Fee, payable on the last Business Day of each quarter in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Maturity Date or such earlier date as the Revolving Commitments shall terminate as provided herein. Such commission shall be payable to the Administrative Agent for the account of the Lenders to be shared ratably among them in accordance with their respective Revolving Commitment Percentages. The Parent Borrower shall pay to the Administrative Agent for the account of the relevant Issuing Bank a fee equal to 1/8 of 1% per annum (but in no event less than $500 per annum for each Letter of Credit) of the maximum amount available to be drawn under such Letter of Credit (the “L/C Facing Fee”), payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Maturity Date or such other date as the Revolving Commitments shall terminate. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars, notwithstanding that a Letter of Credit may be denominated in any L/C Designated Foreign Currency. In respect of a Letter of Credit denominated in any L/C Designated Foreign Currency, such fees and commissions shall be converted into Dollars at the Spot Rate of Exchange on the date on which they are paid (or, if latersuch date is not a Business Day, at the date Spot Rate of issuance of Exchange on the Business Day next preceding such Letter of Creditdate). (ii) In addition to the date on which such payment is due hereunder. The foregoing commissions and fees, each Borrower shall agrees to pay to or reimburse the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundable. (ii) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Bank. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(csubsection 2.6(c).

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate computed for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, and including the date of issuance of such Letter of Credit) Credit to the expiration date on which of such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the a rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as i) in the case may be) day year, on the aggregate amount available to be drawn under of any such Letter of Credit issued by such Issuing Bank for each day during the period from the last as a Performance L/C Fee Payment Date to C, one-half (1/2) of the date upon which Applicable Margin then in effect for Eurodollar Loans, of the Dollar Equivalent of the aggregate face amount of such payment is due hereunder. Such Letters of Credit outstanding and (ii) in the case of any other Letter of Credit participation fees and fronting fees shall be payable (except for the type described in clause (i) above), the Applicable Margin then in effect for Eurodollar Loans, of the Dollar Equivalent of the aggregate face amount of such Letters of Credit outstanding, payable, in each such case, in arrears on each L/C Fee Payment Date and on the Termination Date; provided, that, with respect to any Foreign L/C, the Dollar Equivalent of the face amount of such Letter of Credit shall be nonrefundablerecalculated on each Calculation Date during the period that such Letter of Credit is outstanding. Such fees shall be payable to the Administrative Agent to be shared ratably among the Revolving Credit Lenders in accordance with their respective Commitment Percentages. In addition, the Borrower shall pay to the Issuing Lender, for its sole account, a fee equal to 0.1250% per annum of the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit payable quarterly in arrears on each L/C Fee Payment Date and on the Termination Date; provided, that, with respect to any Foreign L/C, the Dollar Equivalent of the face amount of such Letter of Credit shall be recalculated on each Calculation Date during the period that such Letter of Credit is outstanding. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the relevant L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Borrower Company shall pay to the Administrative Agent, for the account of the Issuing Bank and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation fee credit commission with respect to their participations in the undrawn face amount of each Acquisition Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate computed for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which the next such payment is due hereunder. Such hereunder in an amount equal to the Applicable Margin then in effect for Acquisition Letters of Credit, PROVIDED that to the extent that such Acquisition Letter of Credit participation fees and fronting fees is cash collateralized pursuant to the Cash Collateral Agreement (or otherwise in a manner acceptable to the Agent), such commission shall instead be in an amount equal to 1/4 of 1% of the undrawn face amount of such Acquisition Letter of Credit. Such commission shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundablenon-refundable. (iib) The Company shall pay to the Agent, for the account of the Issuing Bank, a letter of credit fronting fee in the amount equal to 1/8 of 1% of the portion of each Acquisition Letter of Credit which is not cash collateralized pursuant to the Cash Collateral Agreement. Such fee shall be payable, in advance, for the period from the date of such payment to the date upon which the next such payment is due hereunder and shall be paid on each L/C Fee Payment Date and shall be non-refundable. (c) In addition to the foregoing feesfees and commissions, the Borrower Company shall pay or reimburse each the Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Acquisition Letter of Credit. (iiid) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 5.2.

Fees, Commissions and Other Charges. (ia) The Borrower HCC shall pay to the ----------------------------------- Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation fee credit commission with respect to their participations in each Letter of Credit, computed for the period from the date such Letter of Credit is issued to the date upon which shall accrue the next such payment is due hereunder at the rate per annum equal to the Applicable Rate Margin in effect from time to time for Eurodollar Rate Loans then in effectLoans, calculated on the basis of a 365- 365 (or 366-, as the case may be) day year, on of the daily aggregate amount available to be drawn under such Letter of Credit for each day during the period from covered by such payment. In addition, HCC shall pay to the last L/C Fee Payment Date (or, if later, Issuer a fronting fee in the date amount equal to .125% of issuance the face amount of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees commissions shall be payable in arrears on each L/C Fee Payment Date (and the Termination Date) and shall be nonrefundable. (iia) In addition to the foregoing feesfees and commissions, the Borrower HCC shall pay or reimburse each the Issuing Bank Lender for such reasonable, normal and customary costs and reasonable expenses as are actually incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiib) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of (i) the L/C Participants in accordance with their respective Revolving PercentagesIssuing Lender and the Participating Lenders, a Letter letter of Credit participation fee credit commission with respect to their participations in each Letter of Credit, computed for the period from the date such Letter of Credit is issued to the date upon which shall accrue the next payment is due under this subsection (and, thereafter, from the date of payment under this subsection to the date upon which the next payment is due under this subsection) at the rate per annum equal to (A) for Financial Letters of Credit, the Applicable Rate Margin in effect from time to time for Eurodollar Rate Loans then of the daily aggregate amount available to be drawn under such Financial Letter of Credit during such period or (B) for Performance Letters of Credit, the Applicable Margin in effecteffect from time to time for Eurodollar Loans of the daily aggregate amount available to be drawn under such Performance Letter of Credit during such period, calculated on and (ii) the basis Issuing Lender, a letter of a 365- (or 366-, as credit commission with respect to each Letter of Credit in an amount equal to .125% per annum of the case may be) day year, on the daily aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay letter of credit commissions payable pursuant to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- clause (or 366-, as the case may bei) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees (ii) above shall be payable quarterly in arrears on the last day of each L/C Fee Payment Date March, June, September and shall be nonrefundableDecember, commencing September 30, 2002, and on the Termination Date. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending amending, negotiating or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants Participating Lenders all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The applicable Borrower shall agrees to pay to the Administrative Agent or the Canadian Agent, for the account of the L/C Participants in accordance with their respective Revolving Percentages, a Letter of Credit participation fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agentapplicable, for the account of the relevant Issuing BankLender and the L/C Participants, a fronting fee letter of credit commission (the “L/C Fee”, and collectively, the “L/C Fees”) with respect to each Letter of Credit issued by such Issuing BankLender, which shall accrue computed for the period from and including the date of issuance of such Letter of Credit through to the expiration date of such Letter of Credit, computed at the a rate per annum equal to 0.20%(i) the Applicable Margin then in effect for Eurocurrency Loans that are LoansRevolving Credit-1 Loans in the case of such portion of such Letter of Credit equal to the applicable Revolving Credit-1 Loan Share of such Letter of Credit (the portion of such fee payable at such rate, the “Non-Extended L/C Fee”) and (ii) the Applicable Margin then in effect for Eurocurrency Loans that are Revolving Credit-2 Loans in the case of such portion of such Letter of Credit equal to the applicable Revolving Credit-2 Loan Share of such Letter of Credit (the portion of such fee payable at such rate, the “Extended L/C Fee”), in each case calculated on the basis of a 365- (or 366-, as 360 day year for the case may be) day yearactual days elapsed, on the aggregate respective portion of the maximum amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during minus the period from the last L/C Fee Payment Date to Facing Fee, payable on the date upon which such payment is due hereunder. Such Letter last Business Day of Credit participation fees and fronting fees shall be payable each quarter in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Extended Maturity Date or such earlier date as the Revolving Credit-2 Commitments shall terminate as provided herein. Such commissionL/C Fee shall be payable to the Administrative Agent or the Canadian Agent, as applicable for the account of the Lenders with (x) the Extended L/C Fee to be shared ratably among themthe Revolving Credit-2 Lenders in accordance with their respective U.S. Facility Revolving Commitment Percentages or Canadian Facility Commitment PercentagesRevolving Commitment Percentages, as applicable and (y) the Non-Extended Fee to be shared ratably among the Revolving Credit-1 Lenders in accordance with their respective U.S. Facility Revolving Commitment Percentages or Canadian Facility Revolving Commitment Percentages, as applicable. The applicable Borrower shall pay to the Administrative Agent for the account of the relevant Issuing Lender a facing fee equal to 1/8 of 1.0% per annum (but in no event less than $500.0 per annum for each Letter of Credit of the maximum amount available to be drawn under such Letter of Credit) (the “L/C Facing Fee”), payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Extended Maturity Date or such other date as the Revolving Credit-2 Commitments shall terminate. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars (or Canadian Dollars, in the case of Canadian Borrowers), notwithstanding that a Letter of Credit may be denominated in Dollars or Canadian Dollars. (iib) In addition to the foregoing commissions and fees, the each Borrower shall agrees to pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender. (iiic) The Administrative Agent and the Canadian Agent shall, promptly following its receipt thereof, distribute to the relevant applicable Issuing Bank Lender and the applicable L/C Participants all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 3.3.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation fee with respect to their participations in each Letter credit commission on all outstanding Letters of Credit, which shall accrue at the rate per annum equal to the Applicable Rate computed for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees is fully drawn, expires or is otherwise terminated at a rate equal to the Applicable Margin then in effect for Revolving Credit Loans which are Eurodollar Loans. Each such commission shall be payable in arrears on each L/C Fee Payment Date to occur after the issuance of each Letter of Credit, shall be nonrefundable and shall be nonrefundableshared ratably among the L/C Participants and the Issuing Lender. (iib) The Borrower shall pay to the Administrative Agent, solely for the account of the Issuing Lender, a fronting fee of the greater of (A) 0.125% of the aggregate amount available to be drawn under each Letter of Credit and (B) $500. Such fronting fee shall be nonrefundable and shall be payable in arrears on each L/C Fee Payment Date to occur after the issuance of each Letter of Credit. (c) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such any normal and customary amendment fees, cancellation fees, drawing fees and other out-of-pocket costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiid) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c5.3(a).

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation fee credit commission with respect to their participations in each Letter of Credit, which shall accrue computed for the period from and including the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit, computed at the a rate per annum equal to the Applicable Rate Margin then in effect for Eurodollar Rate Loans then in effect, that are Revolving Credit Loans calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit for Credit, payable quarterly in arrears on each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of with respect to such Letter of Credit) Credit and on the Termination Date or such earlier date as the Revolving Credit Commitments shall terminate as provided herein. Such commission shall be payable to the date on which such payment is due hereunderAdministrative Agent for the account of the Revolving Credit Lenders to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages. The Borrower shall also pay to the Administrative Agent, for the account of the relevant Issuing BankLender, a fronting fee with respect equal to each Letter 1/4 of Credit issued by such Issuing Bank, which shall accrue at the rate 1% per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Credit, payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Termination Date or such other date as the Revolving Credit Commitments shall terminate. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars. (iib) In addition to the foregoing commissions and fees, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Borrower Borrowers shall pay to the Administrative Agent, for the ratable account of the relevant Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit fee with respect to their participations in each Standby European Letter of Credit, which shall accrue computed for the period from and including the date of issuance of such Standby European Letter of Credit to the expiration date of such Standby European Letter of Credit, at the a rate per annum equal to the Applicable Rate for Eurodollar Rate Loans Margin then in effect, effect for European Revolving Loans (calculated on the basis of the actual number of days elapsed over a 365- (or 366-, as the case may be) 360-day year) of the aggregate face amount of Standby European Letters of Credit outstanding (of which 1/4 of 1% of such aggregate face amount shall be for the account of the Issuing Lender with respect thereto and the remainder of such amount shall be for the ratable account of such Issuing Lender and the L/C Participants). Such fee shall be payable to the Administrative Agent, for the ratable account of the European Lenders, in arrears, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (orcommencing on December 31, if later, 1998) to occur following the date of issuance of such Standby European Letter of CreditCredit for the period since the last payment was made. (b) to the date on which such payment is due hereunder. The Borrower Borrowers shall pay to the Administrative Agent, for the ratable account of the relevant Issuing BankLender and the L/C Participants, a fronting letter of credit fee with respect to each Commercial European Letter of Credit issued by such Issuing Bank, which shall accrue at the a flat rate per annum equal to 0.20%, 50% of the Applicable Margin then in effect for European Revolving Loans which are Eurocurrency Loans (calculated on the basis of the actual number of days elapsed over a 365- (or 366-, as the case may be) 360-day year, on ) of the aggregate face amount available to be drawn under of such Commercial European Letter of Credit issued by outstanding (of which 1/4 of 1% of such aggregate face amount shall be for the account of the Issuing Lender with respect thereto and the remainder of such amount shall be for the ratable account of such Issuing Bank for each day during Lender and the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunderParticipants). Such Letter of Credit participation fees and fronting fees fee shall be payable to the Administrative Agent, for the ratable account of the European Lenders, in arrears arrears, on each L/C Fee Payment Date and shall be nonrefundable(commencing on December 31, 1998) to occur following the issuance of such Commercial European Letter of Credit for the period since the last payment was made. (iic) In addition to the foregoing feesfees and commissions, the Borrower Borrowers shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any European Letter of CreditCredit issued by it. (iiid) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The UK Borrower shall pay to the Administrative Agent, for the account Agent (through its Treasury and International Services Group) a fee equal to 1.5 percent (1.5%) per annum (or 3.5 percent (3.5%) per annum at any time when any of the L/C Participants Borrowers is paying interest at the rates set forth in accordance with their respective Revolving Percentages, a subsection 6.5(e) hereof) of the available amount of any UK Letter of Credit participation outstanding from time to time during the term of this Agreement. Such fee with respect to their participations shall be payable quarterly in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated arrears on the basis first calendar day of a 365- (or 366-each April, as the case may be) day yearJuly, on the aggregate amount available October and January to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, occur after the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each UK Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated and on the basis expiration date of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such UK Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on each L/C Fee Payment Date demand after the occurrence of an Event of Default which is continuing and shall be nonrefundable. A portion of such fee equal to one quarter of one percent (1/4 of 1%) per annum of the available amount of such UK Letter of Credit outstanding from time to time shall be payable to the Agent for its own account and the remainder of such fee shall be payable to the Lenders pro rata according to their respective Commitment Percentages. (iib) In addition to the foregoing feesfees and commissions, the UK Borrower shall (i) pay or reimburse each the Issuing Bank (through the Agent) for its own account for such normal and customary fees, costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any and processing such UK Letter of CreditCredit and (ii) pay the Issuing Bank (through the Agent) for its own account such other fees as shall be agreed by the Issuing Bank and the UK Borrower. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants Lenders all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The US Borrower shall pay to the Administrative Agent, for the account of the L/C Participants Issuing Lender and the Tranche A Chips Lenders, a letter of credit commission with respect to the portion of the Chips Letter of Credit in which the Tranche A Chips Lenders participate in an amount equal to 1/8 of 1% plus the Applicable Margin applicable to Tranche A Chips Term Loans bearing interest at the Eurocurrency Rate of the average daily face amount of such portion, payable quarterly in arrears on the last day of each of March, June, September and December and on the date of each drawing under the Chips Letter of Credit and upon the expiry thereof. A portion of such commission equal to 1/8 of 1% of the average daily face amount of such portion shall be payable to the Issuing Lender for its own account, and the remaining portion of such commission shall be payable to the Issuing Lender and the Tranche A Chips Lenders to be shared ratably among them in accordance with their respective Revolving Tranche A Chips Commitment Percentages. Once paid, a such commission shall be nonrefundable. In the event that the principal portion of the Chips Letter of Credit participation fee with respect referred to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated subsection 4.5 has been cash collateralized on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay terms satisfactory to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect each reference in this paragraph to each Letter of Credit issued by such Issuing Bank, which "1/8" shall accrue at the rate per annum equal automatically be changed to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundable"1/16". (iib) In addition to the foregoing feescommissions, the US Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any the Chips Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants Tranche A Chips Lenders all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 4.4.

Fees, Commissions and Other Charges. (ia) The Borrower Borrowers shall pay pay, jointly and severally, to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation fee credit commission with respect to their participations in each Letter of Credit, computed for the period from the date of such payment to the date upon which shall accrue the next such payment is due hereunder at the a rate per annum equal to the Applicable Rate Margin for Revolving Credit Loan which are Eurodollar Rate Loans then in effect, calculated on the basis of the actual days elapsed over a 365- (or 366-, as the case may be) 360 day year, on of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to on the date on which such payment fee is due hereunder. The Borrower calculated and shall pay be payable to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date Participants and the Issuing Lender to the date upon which such payment is due hereunderbe shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages. Such Letter of Credit participation fees and fronting fees commissions shall be payable in arrears on each L/C Fee Payment Date to occur after the issuance of each Letter of Credit and shall be nonrefundable. Additionally, the Borrowers shall pay, jointly and severally, to the Administrative Agent, solely for the account of the Issuing Lender, a fronting fee of one-quarter of one percent (.25%) of the aggregate amount available to be drawn under each Letter of Credit. Such fronting fee shall be nonrefundable and shall be payable (i) in advance upon issuance of the related Letter of Credit, in the case of Commercial Letters of Credit and (ii) in arrears on each L/C Fee Payment Date to occur after the issuance of each Letter of Credit, in the case of Standby Letters of Credit. (iib) In addition to the foregoing feesfees and commissions, the Borrower Borrowers shall pay or reimburse each reimburse, jointly and severally, the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Each Borrower shall agrees to pay to the Administrative Agent, for the account Agent a letter of the L/C Participants in accordance credit commission with their respective Revolving Percentages, a respect to each Letter of Credit participation fee with respect issued by such Issuing Lender on its behalf, computed for the period from and including the date of issuance of such Letter of Credit through to their participations in each the expiration date of such Letter of Credit, which shall accrue computed at the a rate per annum equal to the Applicable Rate Margin then in effect for Eurodollar Rate Loans then in effect, that are Revolving Credit Loans calculated on based upon the basis actual number of days elapsed over a 365- (or 366-, as the case may be) 360-day year, of the aggregate amount available to be drawn under such Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Termination Date or such earlier date as the Commitments shall terminate as provided herein. Such commission shall be payable to the Administrative Agent for the account of the applicable Revolving Credit Lenders to be shared ratably among them in accordance with their respective Commitment Percentages. Each Borrower shall pay to the relevant Issuing Lender with respect to each Letter of Credit a fee equal to 0.125% per annum of the Dollar Equivalent of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of or such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued other amounts as may be agreed by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by Borrower and such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Lender, payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Termination Date or such other date as the Commitments shall terminate calculated based upon the actual number of days elapsed over a 360-day year. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars. In respect of a Letter of Credit denominated in any currency other than Dollars, such fees and commissions shall be converted into Dollars at the Spot Rate on the date on which they are paid (or, if such date is not a Business Day, at the Spot Rate on the immediately preceding Business Day). (iib) In addition to the foregoing commissions and fees, each Borrower agrees to pay amounts necessary to reimburse the Borrower shall pay or reimburse each applicable Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender within 10 days after demand therefor. (iiic) The Administrative Agent shall, promptly following its any receipt thereof, distribute to the relevant applicable Issuing Bank Lender and the L/C Participants applicable Lenders all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)Subsection 3.3.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay ----------------------------------- to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation fee credit commission with respect to their participations in each Letter of Credit, which shall accrue for the period from and including the date of issuance of such Letter of Credit to the expiration date of 68 such Letter of Credit, computed at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effectL/C Commission Rate, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for Credit, payable quarterly in arrears on each day during the period from the last L/C Fee Payment Date (or, if later, to occur during such period and on the expiration date of issuance of such Letter of Credit) . Such commissions shall be payable to the date on which such payment is due hereunderLenders to be shared ratably among them in accordance with their respective Commitment Percentages. The In addition, the Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit, for the period from and including the date of issuance of such Letter of Credit issued by to the expiration date of such Issuing BankLetter of Credit, which shall accrue computed at the a rate of 1/8 of 1% per annum equal to 0.20%annum, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the product of (i) the aggregate of the Commitment Percentages of the L/C Participants multiplied by (ii) the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Credit, payable quarterly in arrears on each L/C Fee Payment Date to occur during such period and on the expiration date of such Letter of Credit. Such fees and commissions shall be nonrefundable. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Borrower With respect to each and every standby Letter of Credit, Borrowers shall pay to the Administrative Agent, for the ratable account of Issuers and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a fee in an amount equal to the face amount of such standby Letter of Credit participation fee with respect to their participations in each times 4% per annum, pro-rated for the tenor of such standby Letter of Credit on the basis of a year of 360 days (the "Standby Letter of Credit Fee"). The Standby Letter of Credit Fee shall be due and payable upon issuance of the applicable standby Letter of Credit, which and if applicable, upon each renewal thereof. (b) With respect to each and every documentary Letter of Credit, Borrowers shall accrue at pay to Agent, for the rate per annum ratable account of Issuers and the L/C Participants, a fee in an amount equal to the Applicable Rate greater of (i) the product of (x) the face amount of such documentary Letter of Credit times (y) 0.125%, or (ii) $125, pro-rated for Eurodollar Rate Loans then the tenor of such documentary Letter of Credit on the basis of a year of 360 days (the "Documentary Letter of Credit Fee"). The Documentary Letter of Credit Fee shall be due and payable upon issuance of the applicable documentary Letter of Credit, and if applicable, upon each renewal thereof. (c) Borrowers shall pay to each Issuer, for its own account, a fee ("Fronting Fee") in effectan amount equal to the Letter of Credit Usage solely with respect to the Letters of Credit issued by such Issuer, times 0.125% per annum. The Fronting Fee shall begin to accrue on the upon issuance of each Letter of Credit and shall be due and payable, in arrears, on the first day of each and every April, July, October and January, while any Letter of Credit is outstanding. The Fronting Fee shall be calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter year of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, 360 days for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundableactual days elapsed. (iid) In addition to the foregoing feesforegoing, the Borrower Borrowers shall pay or reimburse each Issuing Bank the applicable Issuer for such normal and customary costs and reasonable expenses as are reasonably incurred or charged by such Issuing Bank Issuer in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiie) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank applicable Issuer and the L/C Participants all fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)2.3.

Fees, Commissions and Other Charges. (i) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Bank and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit commission fee with respect to their participations in each Letter of Credit, computed for the period from the last L/C Fee Payment Date (or, if later, the date of issuance thereof) to the date upon which shall accrue such payment is due hereunder at the rate per annum equal to the Applicable Margin for LIBOR Rate for Eurodollar Rate Loans that are Revolving Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to on the date on which such payment fee is due hereundercalculated. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by Credit, computed for the period from the last L/C Fee Payment Date to the date upon which such Issuing Bank, which shall accrue payment is due hereunder at the rate per annum equal to 0.200.125%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on of the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to on the date upon on which such payment fee is due hereundercalculated. Such Letter of Credit participation fees commissions and fronting fees shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundable. (ii) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Each Borrower shall agrees to pay to the Administrative Agent or the Canadian Agent, for the account of the L/C Participants in accordance with their respective Revolving Percentagesas applicable, a letter of credit commission with respect to each Letter of Credit participation fee with respect issued by such Issuing Lender on its behalf, computed for the period from and including the date of issuance of such Letter of Credit through to their participations in each the expiration date of such Letter of Credit, which shall accrue computed at the a rate per annum equal to the Applicable Rate for Eurodollar Rate Loans Margin then in effect, effect for Eurocurrency Loans that are Revolving Credit Loans calculated on the basis of a 365- (or 366-, as the case may be) 360 day year, on of the aggregate amount available to be drawn under such Letter of Credit for Credit, payable quarterly in arrears on each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of with respect to such Letter of Credit) Credit and on the Tranche B Termination Date or such earlier date as the Tranche B Commitments shall terminate as provided herein; provided, that, the rate per annum of the letter of credit commission for any Letter of Credit that is fully cash collateralized in a manner reasonably acceptable to the date on which Issuing Lenders shall be reduced by 0.25% for any period that such payment is due hereunderLetter of Credit remains so fully cash collateralized. The Borrower Such commission shall pay be payable to the Administrative Agent or the Canadian Agent, as applicable, for the account of the applicable Revolving Credit Lenders to be shared ratably among them in accordance with their respective U.S. Facility Commitment Percentages or Canadian Facility Commitment Percentages. Each Borrower shall pay to the relevant Issuing Bank, a fronting fee Lender with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate a fee equal to 1/8 of 1% per annum equal to 0.20%, calculated on the basis of a 365- 360-day year (or 366-, as the case may bebut in no event less than $500 per annum for each Letter of Credit issued on its behalf) day year, on of the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Credit, payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Tranche B Termination Date or such other date as the Tranche B Commitments shall terminate. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars (or Canadian Dollars, in the case of Canadian Borrowers), notwithstanding that a Letter of Credit may be denominated in any Designated Foreign Currency. In respect of a Letter of Credit denominated in any Designated Foreign Currency, such fees and commissions shall be converted into Dollars at the Spot Rate of Exchange. (iib) In addition to the foregoing commissions and fees, each Borrower agrees to pay amounts necessary to reimburse the Borrower shall pay or reimburse each applicable Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender. (iiic) The Administrative Agent and the Canadian Agent shall, promptly following its any receipt thereof, distribute to the relevant applicable Issuing Bank Lender and the applicable L/C Participants all commissions and fees received by the Administrative such Agent for their respective accounts pursuant to this Section 2.5(c)3.3.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of Credit, Credit payable in Dollars in the Dollar Equivalent Amount of the amount of such fee calculated in the Currency in which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit is denominated, computed for each day during the period from the last L/C Fee Payment Date (or, if later, and including the date of issuance of such Letter of Credit) Credit to the expiration date on which of such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the a rate per annum equal to 0.20%, calculated the Applicable Margin in effect during such period for Eurocurrency Loans that are Revolving Credit Loans (on the basis of the actual number of days elapsed over a 365- (or 366-, as the case may be) 360-day year, ) on the aggregate face amount available to be drawn under such Letter of Letters of Credit issued by outstanding during such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be period, payable in arrears on each L/C Fee Payment Date and on the Revolving Credit Commitment Termination Date. Such fee shall be nonrefundablepayable to the Administrative Agent to be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages. In addition, the Borrower shall pay to the Issuing Lender, for its own account, a fee equal to 0.25% per annum on the aggregate face amount of outstanding Letters of Credit, payable in Dollars in the Dollar Equivalent Amount of the amount of such fee calculated in Currency in which such Letter of Credit is denominated quarterly in arrears on each L/C Fee Payment Date and on the Revolving Credit Commitment Termination Date and calculated on the basis of the actual number of days elapsed over a 360-day year. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (i) The Each Borrower shall pay agrees to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving Percentages, a Letter of Credit participation fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing BankBank and the L/C Participants, a fronting fee letter of credit commission with respect to each Letter of Credit issued by such Issuing BankBank on its behalf, which shall accrue computed for the period from and including the date of issuance of such Letter of Credit through to the expiration date of such Letter of Credit, computed at the a rate per annum equal to 0.20%, the Applicable Margin then in effect for Eurodollar Loans that are Revolving Loans calculated on the basis of a 365- (360 day year for the actual days elapsed, of the maximum amount available to be drawn under such Letter of Credit, payable on the last Business Day of each quarter in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Initial Revolving Maturity Date or 366-, such earlier date as the case may be) day year, Revolving Commitments shall terminate as provided herein. Such commission shall be payable to the Administrative Agent for the account of the Lenders to be shared ratably among them in accordance with their respective Revolving Commitment Percentages. Each Borrower shall pay to the Administrative Agent for the account of the relevant Issuing Bank with respect to each Letter of Credit issued on its behalf a fee equal to 1/8 of 1% per annum of the aggregate maximum amount available to be drawn under such Letter of Credit issued by (or such other fee as may be agreed between any such Issuing Bank for each day during and such Borrower) (the period from the last “L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Facing Fee”), payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Revolving Maturity Date or such other date as the Revolving Commitments shall terminate. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Euro, notwithstanding that a Letter of Credit may be denominated in any Designated Currency. In respect of a Letter of Credit denominated in any Designated Currency, such fees and commissions shall be converted into Euro at the Spot Rate of Exchange on the date on which they are paid (or, if such date is not a Business Day, at the Spot Rate of Exchange on the Business Day next preceding such date). (ii) In addition to the foregoing commissions and fees, the each Borrower shall agrees to pay or reimburse each the Administrative Agent, for the account of the relevant Issuing Bank Bank, for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Bank. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(cSubsection 2.6(c).

Fees, Commissions and Other Charges. (ia) The Borrower shall applicable Xxxxxxxx agrees to pay to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving Percentages, a Letter of Credit participation fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, Agent for the account of the relevant Issuing BankLender and the L/C Participants, a fronting fee letter of credit commission (the “L/C Fee,” and collectively, the “L/C Fees”) with respect to each Letter of Credit issued by such Issuing BankLender, which shall accrue computed for the period from and including the date of issuance of such Letter of Credit through to the expiration date of such Letter of Credit, computed at the a rate per annum equal to 0.20%, the Applicable Margin then in effect for EurocurrencyTerm SOFR Loans that are Loans calculated on the basis of a 365- (360-day year for the actual days elapsed, of the maximum amount available to be drawn under such Letter of Credit, payable on the first day of each January, April, July and October in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Maturity Date or 366-, such earlier date as the case may be) day year, on Commitments shall terminate as provided herein. Such L/C Fee shall be payable to the aggregate Administrative Agent for the account of the Lenders to be shared ratably among them in accordance with their respective Tranche A Commitment Percentages. The applicable Borrower shall pay to the Administrative Agent for the account of the relevant Issuing Lender a facing fee equal to 1/8 of 1.0% per annum for each Letter of Credit of the maximum amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during (the period from the last “L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Facing Fee”), payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit, on the Maturity Date or such other date as the Commitments shall terminate and upon termination of such Letter of Credit. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars (or Canadian Dollars, in the case of the Canadian Borrower), notwithstanding that a Letter of Credit may be denominated in Dollars or Canadian Dollars. (iib) In addition to the foregoing commissions and fees, the each applicable Borrower shall agrees to pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant applicable Issuing Bank Lender and the applicable L/C Participants all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 3.3.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation fee credit commission with respect to their participations in each Letter of Credit, computed for the period from the date of such payment to the date upon which shall accrue the next such payment is due hereunder at the a rate per annum equal to the sum of the Applicable Rate Margin for Eurodollar Rate Loans then in effecteffect and 0.25% per annum, calculated on the basis of the actual days elapsed over a 365- (or 366-, as the case may be) 360 day year, on of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to on the date on which such payment fee is due hereundercalculated. The Borrower One-quarter of one percent (.25%) of such fee shall pay be payable to the Administrative AgentIssuing Lender, for and the account remainder of such fee shall be payable to the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date Participants and the Issuing Lender to the date upon which such payment is due hereunderbe shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages. Such Letter of Credit participation fees and fronting fees commissions shall be payable in arrears on each L/C Fee Payment Date to occur after the issuance of each Letter of Credit and shall be nonrefundable. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The applicable Borrower shall pay agrees to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving Percentages, a Letter of Credit participation fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing BankLender and the L/C Participants, a fronting fee letter of credit commission with respect to each Letter of Credit issued by such Issuing BankLender, which shall accrue computed for the period from and including the date of issuance of such Letter of Credit through to the expiration date of such Letter of Credit, computed at the a rate per annum equal to 0.20%, the Applicable Margin then in effect for EurocurrencyTerm SOFR Loans calculated on the basis of a 365- (or 366-360-day year for the actual days elapsed, as of the case may be) day year, on the aggregate maximum amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during minus the period from the last L/C Fee Payment Date Facing Fee, payable with respect to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable each quarter in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Maturity Date or such earlier date as the Commitments shall terminate as provided herein. Such commission shall be payable to the Administrative Agent for the account of the Lenders to be shared ratably among them in accordance with their respective Commitment Percentages. The applicable Borrower shall pay to the Administrative Agent for the account of the relevant Issuing Lender a fee equal to 0.125% per annum (the “L/C Facing Fee”), payable with respect to each quarter in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Maturity Date or such other date as the Commitments shall terminate. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars. (iib) In addition to the foregoing commissions and fees, the each Borrower shall agrees to pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 3.2.

Fees, Commissions and Other Charges. (ia) The Borrower Company shall pay to the US Administrative Agent, for the account of the US Issuing Lender and the US L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit fee with respect to their participations in each US Letter of Credit, which shall accrue computed for the period from and including the date of issuance of such US Letter of Credit to the expiration date of such US Letter of Credit, computed at the a rate per annum equal to the Applicable Rate Margin then in effect for Eurodollar Rate Loans then in effect, that are US Revolving Credit Loans calculated on the basis of the actual number of days elapsed over a 365- (or 366-, as the case may be) 360-day year, on of the aggregate face amount available to be drawn under such Letter of US Letters of Credit for each day during the period from the last L/C Fee Payment Date (oroutstanding, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on each L/C Fee Payment Date and on the US Revolving Credit Commitment Termination Date. Such fee shall be nonrefundablepayable to the US Administrative Agent to be shared ratably among the US Revolving Credit Lenders in accordance with their respective US Revolving Credit Commitment Percentages. In addition, the Company shall pay to the US Issuing Lender, for its own account a fee equal to 0.25% per annum of the aggregate face amount of outstanding US Letters of Credit, payable quarterly in arrears on each L/C Fee Payment Date and on the US Revolving Credit Commitment Termination Date and calculated on the basis of the actual number of days elapsed over a 360-day year. (iic) In addition to the foregoing feesfees and commissions, the each Borrower shall pay or reimburse each the US Issuing Bank Lender, in the case of the Company, and the Canadian Issuing Lender, in the case of the Canadian Borrower, for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiid) The Each Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant applicable Issuing Bank Lender and the applicable L/C Participants all fees and commissions received by the such Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Holdings and the Borrower shall shall, jointly and severally, pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation fee credit commission with respect to their participations in each Letter of Credit, computed for the period from the date of such payment to the date upon which shall accrue the next such payment is due hereunder at the a rate per annum equal to the Applicable Rate Margin for Revolving Credit Loan Eurodollar Rate Loans then in effecteffect plus one-quarter of one percent (0.25%), calculated on the basis of the actual days elapsed over a 365- (or 366-, as the case may be) 360 day year, on of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to on the date on which such payment fee is due hereundercalculated. The Borrower One-quarter of one percent (0.25%) of such fee shall pay be payable to the Administrative AgentIssuing Lender, for and the account remainder of such fee shall be payable to the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date Participants and the Issuing Lender to the date upon which such payment is due hereunderbe shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages. Such Letter of Credit participation fees and fronting fees commissions shall be payable in arrears on each L/C Fee Payment Date to occur after the issuance of each Letter of Credit and shall be nonrefundable. (iib) In addition to the foregoing feesfees and commissions, Holdings and the Borrower shall shall, jointly and severally, pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Borrower Parent or the Borrower, as the case may be, shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a nonrefundable fronting fee with respect to each Commercial Letter of Credit issued for its account in an amount equal to the face amount of such Letter of Credit, multiplied by a percentage per annum (based on the number of days such Letter of Credit is scheduled to be outstanding) equal to the sum of 1/4% plus the Eurodollar Margin in effect on the date of issuance of such Commercial Letter of Credit. The portion of such fee representing 1/4% per annum shall be payable to the Issuing Lender, and the remaining portion of such fee shall be payable to the L/C Participants to be shared ratably among them in accordance with their respective Revolving Commitment Percentages, a Letter . Such fronting fee shall be payable in advance on the date of Credit participation fee with respect to their participations in issuance of each Commercial Letter of Credit, which shall accrue at . (b) The Parent or the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-Borrower, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing BankLender and the L/C Participants, a fronting fee nonrefundable letter of credit commission with respect to the Class G Letter of Credit and each Standby Letter of Credit issued by such Issuing Bankfor its account, which shall accrue at computed for the rate per annum preceding calendar quarter (or shorter period commencing with the Closing Date) in an amount equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the average daily aggregate amount available to be drawn under such of the Class G Letter of Credit issued and all Standby Letters of Credit during such period, multiplied by a percentage per annum (based on a 360-day year for the actual days elapsed) equal to the sum of 1/4% plus the Eurodollar Margin in effect during such period. The portion of such fee representing 1/4% per annum shall be payable to the Issuing Bank for each day during Lender, and the period from remaining portion of such fee shall be payable to the last L/C Fee Payment Date Participants to be shared ratably among them in accordance with their respective Commitment Percentages. Such commissions with respect to the date upon which such payment is due hereunder. Such Class G Letter of Credit participation fees and fronting fees Standby Letters of Credit shall be payable quarterly in arrears on each L/C Fee Payment Date Date, commencing March 31, 1996, and on the date on which the Revolving Credit Commitments shall be nonrefundableterminate as provided herein. (iic) In addition to the foregoing feesfees and commissions, the Borrower or the Parent, as the case may be, shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses expenses, including, without limitation, administrative, issuance, amendment, payment and negotiation charges, as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiid) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 3.3.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation fee credit commission with respect to their participations in each Letter of Credit, computed for the period from the date of such payment to the date upon which shall accrue the next such payment is due hereunder at the rate a per annum rate equal to the Applicable Rate Margin for Revolving Credit Loan which are Eurodollar Rate Loans then in effect, calculated on the basis of the actual days elapsed over a 365- (or 366-, as the case may be) 360-day year, on of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to on the date on which such payment fee is due hereunder. The Borrower calculated and shall pay be payable to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date Participants and the Issuing Lender to the date upon which such payment is due hereunderbe shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages. Such Letter of Credit participation fees and fronting fees commissions shall be payable in arrears on each L/C Fee Payment Date to occur after the issuance of each Letter of Credit and shall be nonrefundable. Additionally, the Borrower shall pay to the Administrative Agent, solely for the account of the Issuing Lender, a fronting fee of one-quarter of one percent (.25%) per annum of the aggregate amount available to be drawn under each Letter of Credit, but in no event shall the aggregate fronting fee in respect of any Letter of Credit be less than 0.125% of the face amount of any such Letter of Credit. Such fronting fee shall be nonrefundable and shall be payable in arrears on each L/C Fee Payment Date to occur after the issuance of each Letter of Credit until such Letter of Credit is fully drawn, expires or is returned to the Issuing Lender. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving PercentagesIssuing Bank, a Letter of Credit participation fronting fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, and including the date of issuance thereof to but not including the Expiry Date thereof, computed at the rate of 1/8 of 1% per annum on the average daily amount of the undrawn and unexpired amount of such Letter of Credit. Such fronting fee shall be payable quarterly in advance on the 33 date of issuance of each Letter of Credit and on the last day of each March, June, September and December thereafter, commencing June 30, 2001. Such fee shall be nonrefundable. (b) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing BankBank and the L/C Participants, a fronting fee letter of credit commission with respect to each Letter of Credit issued by such Issuing Bankfor the period from and including the date of issuance thereof to but not including the Expiry Date thereof, which shall accrue computed at the rate of the then Applicable Margin for Eurodollar Loans per annum equal to 0.20%, calculated on the basis average daily amount of a 365- (or 366-, as the case may be) day year, on the aggregate undrawn and unexpired amount available to be drawn under of such Letter of Credit issued by such Issuing Bank for each day during Credit. Such commission shall be payable to the period from the last L/C Fee Payment Date Participants to be shared ratably among them in accordance with their respective L/C Commitment Percentages. Such commission shall be payable quarterly in advance on the date upon which such payment is due hereunder. Such of issuance of each Letter of Credit participation fees and fronting fees shall be payable in arrears on the last day of each L/C Fee Payment Date March, June, September and December thereafter, commencing June 30, 2001. Such fee shall be nonrefundable. (iic) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiid) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)3.4. (e) The fees and commissions described in the preceding paragraphs (a) and (b) shall be based on a 360 day year. If any amounts in the preceding paragraphs (a) and (b) shall be payable on a day that is not a Working Day, such amount shall be extended to the next succeeding Working Day unless the result of such extension would be to carry such amount into another calendar month in which event such amount shall be payable on the immediately preceding Working Day.

Fees, Commissions and Other Charges. (ia) The relevant Sterling Subsidiary Borrower shall pay to the Sterling Administrative Agent, for the ratable account of the Sterling Issuing Lender and the Sterling L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation fee credit commission in Sterling with respect to their participations each Sterling Trade L/C issued by the Sterling Issuing Lender (i) in each Letter an amount equal to the Dollar Equivalent of Creditsuch issuance and payment fees as have been agreed upon by the relevant Sterling Subsidiary Borrower and the Sterling Issuing Lender and (ii) in an amount equal to the product of, on the date on which shall accrue at such commission is calculated, (A) the rate per annum equal to the Applicable Rate Margin in respect of LIBOR Loans and (B) the Dollar Equivalent of the aggregate amount available to be drawn under each Sterling Letter of Credit (plus an additional 1/8 of 1% per annum which shall be payable for Eurodollar Rate Loans then the account of the Sterling Issuing Lender). Such letter of credit commissions shall be payable in effect, calculated arrears on the basis last day of each March, June, September and December and shall be nonrefundable. (b) The relevant Sterling Subsidiary Borrower shall pay to the Sterling Administrative Agent, for the ratable account of the Sterling Issuing Lender and the Sterling L/C Participants, a 365- letter of credit commission in Sterling with respect to each Sterling Standby L/C issued by the Sterling Issuing Lender, computed for the period from the date of such payment to the date upon which the next such payment is due hereunder in an amount equal to the product of (or 366-, as i) the case may berate equal to the Applicable Margin in respect of LIBOR in effect on the date on which such commission is calculated and (ii) day year, on the Sterling Equivalent of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last Sterling Standby L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to on the date on which such payment commission is due hereundercalculated (plus an additional 1/8 of 1% per annum which shall be payable for the account of the Sterling Issuing Lender). The relevant Sterling Subsidiary Borrower shall also pay to the Sterling Administrative Agent, for the account of the Sterling Issuing Lender, such issuance fees as have been agreed upon by the relevant Sterling Subsidiary Borrower and the Sterling Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunderLender. Such Letter letter of Credit participation fees and fronting fees credit commissions shall be payable in arrears on the last day of each L/C Fee Payment Date March, June, September and December and shall be nonrefundable. (iic) In addition to the foregoing feesfees and commissions, the relevant Sterling Subsidiary Borrower shall pay or reimburse each the Sterling Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Sterling Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Sterling Letter of CreditCredit issued by it. (iiid) The Sterling Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Sterling Issuing Bank Lender and the Sterling L/C Participants all fees and commissions received by the Sterling Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 3.3.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving PercentagesIssuing Lender, a Letter of Credit participation fronting fee with respect to their participations each Letter of Credit issued by the Issuing Lender, from the date of issuance of such Letter of Credit to the date of expiration or termination thereof, at a rate of 1/8% per annum, calculated on the basis of the actual number of days elapsed in a 365- (or 366-, as the case may be) day year, of the aggregate amount available to be drawn under such Letter of Credit for the period over which such fee is calculated. Such fee shall be payable in arrears on each Fee Payment Date to occur after such issuance and prior to the Scheduled Termination Date and on the Scheduled Termination Date. (b) The Borrower shall pay to the Administrative Agent, for the account of the Lenders, a letter of credit commission with respect to each Letter of Credit, which shall accrue from the date of issuance of such Letter of Credit to the date of expiration or termination thereof, at the a rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effectLetter of Credit Commission Rate, calculated on the basis of the actual number of days elapsed in a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on over which such payment commission is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereundercalculated. Such Letter of Credit participation fees and fronting fees commission shall be payable in arrears on each L/C Fee Payment Date to occur after such issuance and prior to the Scheduled Termination Date and on the Scheduled Termination Date and shall be nonrefundableshared ratably among the Lenders in accordance with their respective Commitment Percentages. (iic) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiid) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants Lenders all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Borrower Borrowers, jointly and severally, shall pay to the Administrative Agent, for the account of each Issuing Bank and the L/C Participants in accordance Participants, with their respective Revolving Percentages, a respect to each Commercial Letter of Credit participation issued by such Issuing Bank a fee in an amount equal to 1% per annum on the amount available to be drawn under each Commercial Letter of Credit payable on the date of issuance of such Commercial Letter of Credit and shall be nonrefundable. (b) The Borrowers, jointly and severally, shall pay to the Agent, for the account of each Issuing Bank and the L/C Participants, a letter of credit commission with respect to their participations in each Standby Letter of CreditCredit issued by such Issuing Bank, computed for each day during the period for which shall accrue payment is due at the rate per annum equal to the Applicable Rate Margin for the Facility in effect for Eurodollar Rate Loans then in effect, on such date (calculated on the basis of a 365- (or 366-, as the case may be) 360 day year, on ) times the aggregate amount available to be drawn under such Standby Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of on such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunderdate. Such Letter of Credit participation fees and fronting fees commissions shall be payable quarterly, in arrears advance, on each L/C Fee Payment Date and shall be nonrefundable. (iic) The Borrowers, jointly and severally, shall pay to the relevant Issuing Bank, for its own account a fronting fee in the amount equal to 1/4 of 1% per annum on the face amount of each Standby Letter of Credit issued by it. The fronting fee shall be calculated on the basis of a 360 day year and shall be payable quarterly, in advance, on each L/C Fee Payment Date. (d) In addition to the foregoing feesfees and commissions, the Borrower Borrowers, jointly and severally, shall pay or reimburse each Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by it. (iiie) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 3.3.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative AgentAgent at the Payment Office, for the account of the Issuing Bank and the L/C Participants, a letter of credit commission with respect to each Trade Letter of Credit in an amount equal to 0.25% of the face amount of such Trade Letter of Credit to be shared ratably among the Issuing Bank and the L/C Participants in accordance with their respective Revolving Commitment Percentages, a . Such commission shall be payable in advance on the date of issuance of each Trade Letter of Credit participation and shall be nonrefundable. (b) The Borrower shall pay to the Administrative Agent at the Payment Office, for the account of the Issuing Bank and the L/C Participants, a letter of credit fee with respect to their participations in each Standby Letter of Credit, which shall accrue computed for the period from the date of issuance to the date of expiration at the rate per annum equal to the Applicable Rate for Margin in respect of Eurodollar Rate Loans then from time to time in effecteffect (or as otherwise agreed from time to time among the Borrower and the Lenders), calculated on the basis of a 365- (or 366-, as the case may be) 360 day year, on of the aggregate amount available to be drawn under such Standby Letter of Credit for each day during on the period from date of issuance to be shared ratably among the last Issuing Bank and the L/C Fee Payment Date (or, if later, Participants in accordance with their respective Commitment Percentages. Such commissions shall be payable in advance on the date of issuance of such each Standby Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Interest Payment Date to occur after the issuance thereof and on the Termination Date (or such earlier date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees as the Commitments shall be payable in arrears on each L/C Fee Payment Date terminate as provided herein) and shall be nonrefundable. (iic) The Borrower shall pay to the Issuing Bank at the Payment Office, for its own account, on the date of issuance of a Steamship Guarantee or Airway Release such processing fees as shall customarily be charged by the Issuing Bank in connection with issuance of a Steamship Guarantee or Airway Release. (d) In addition to the foregoing feescommissions, the Borrower shall pay or reimburse each the Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiie) The Administrative Agent shall, promptly following its receipt thereofat the end of each month, distribute to the relevant Issuing Bank and the L/C Participants all fees commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection. (f) No fees or other commissions shall be payable by any Issuing Bank to any L/C Participant with respect to any Existing Letter of Credit.

Fees, Commissions and Other Charges. (ia) The Borrower Borrowers shall pay pay, jointly and severally, to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate computed for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, and including the date of issuance of such Letter of Credit) Credit to the expiration date on which of such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing BankCredit, which shall accrue computed at the a rate per annum equal to 0.20%, the Applicable Margin then in effect for Eurodollar Loans calculated on the basis of the actual number of days elapsed over a 365- (or 366-, as the case may be) 360-day year, on of the aggregate face amount available to be drawn under such Letter of Letters of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be outstanding, payable in arrears on each L/C Fee Payment Date and on the Revolving Credit Commitment Termination Date. Such fee shall be nonrefundablepayable to the Administrative Agent to be shared ratably among the Lenders in accordance with their respective Revolving Credit Commitment Percentages. In addition, the Borrowers shall pay, jointly and severally, to the Issuing Lender, for its own account a fee equal to 0.25% per annum of the aggregate face amount of outstanding Letters of Credit, payable quarterly in arrears on each L/C Fee Payment Date and on the Revolving Credit Commitment Termination Date and calculated on the basis of the actual number of days elapsed over a 360-day year. (iib) In addition to the foregoing feesfees and commissions, the Borrower Borrowers shall pay or reimburse each reimburse, jointly and severally, the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Each Borrower shall agrees to pay to the Administrative Agent, for the account Agent a letter of the L/C Participants in accordance credit commission with their respective Revolving Percentages, a respect to each Letter of Credit participation fee with respect issued by such Issuing Lender on its behalf, computed for the period from and including the date of issuance of such Letter of Credit through to their participations in each the expiration date of such Letter of Credit, which shall accrue computed at the a rate per annum equal to the Applicable Rate for Eurodollar Rate Loans Margin then in effect, effect for Eurocurrency Loans calculated on based upon the basis actual number of days elapsed over a 365- (or 366-, as the case may be) 360-day year, of the aggregate amount available to be drawn under such Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Termination Date or such earlier date as the Commitments shall terminate as provided herein. Such commission shall be payable to the Administrative Agent for the account of the applicable Revolving Credit Lenders to be shared ratably among them in accordance with their respective Commitment Percentages. Each Borrower shall pay to the relevant Issuing Lender with respect to each Letter of Credit a fee equal to 1/8 of 1.0% per annum of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of or such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued other amounts as may be agreed by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by Borrower and such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Lender, payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Termination Date or such other date as the Commitments shall terminate calculated based upon the actual number of days elapsed over a 360-day year. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars. (iib) In addition to the foregoing commissions and fees, each Borrower agrees to pay amounts necessary to reimburse the Borrower shall pay or reimburse each applicable Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender within 10 days after demand therefor. (iiic) The Administrative Agent shall, promptly following its any receipt thereof, distribute to the relevant applicable Issuing Bank Lender and the L/C Participants applicable Lenders all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 3.3.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate computed for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, and including the date of issuance of such Letter of Credit) Credit to the expiration date of such Letter of Credit, computed at a rate per annum equal to the Applicable Margin then in effect for Revolving Credit Loans that are Eurodollar Loans calculated on which such payment is due hereunderthe basis of the actual number of days elapsed over a 360-day year, of the aggregate face amount of Letters of Credit outstanding, payable in arrears on each L/C Fee Payment Date and on the Revolving Credit Commitment Termination Date. The Such fee shall be payable to the Administrative Agent to be shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages. In addition, the Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing BankLender, a fronting fee with respect equal to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate 0.25% per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate face amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter outstanding Letters of Credit participation fees and fronting fees shall be Credit, payable quarterly in arrears on each L/C Fee Payment Date and shall be nonrefundableon the Revolving Credit Commitment Termination Date and calculated on the basis of the actual number of days elapsed over a 360-day year. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate computed for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, and including the date of issuance of such Letter of Credit) Credit to the expiration date on which of such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the a rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as i) in the case may be) day year, on the aggregate amount available to be drawn under of any such Letter of Credit issued by such Issuing Bank for each day during the period from the last as a Performance L/C Fee Payment Date to C, one-half (1/2) of the date upon which Applicable Margin then in effect for Eurodollar Loans, of the Dollar Equivalent of the aggregate face amount of such payment is due hereunder. Such Letters of Credit outstanding and (ii) in the case of any other Letter of Credit participation fees and fronting fees shall be payable (except for the type described in clause (i) above), the Applicable Margin then in effect for Eurodollar Loans, of the Dollar Equivalent of the aggregate face amount of such Letters of Credit outstanding, payable, in each such case, in arrears on each L/C Fee Payment Date and on the Termination Date; provided, that, with respect to any Foreign L/C, the Dollar Equivalent of the face amount of such Letter of Credit shall be nonrefundablerecalculated on each Calculation Date during the period that such Letter of Credit is outstanding. Such fees shall be payable to the Administrative Agent to be shared ratably among the Revolving 364 Day Lenders in accordance with their respective Commitment Percentages with respect to Revolving 364 Day Loans. In addition, the Borrower shall pay to the Issuing Lender, for its sole account, a fee equal to 0.1250% per annum of the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit payable quarterly in arrears on each L/C Fee Payment Date and on the Revolving 364 Day Termination Date; provided, that, with respect to any Foreign L/C, the Dollar Equivalent of the face amount of such Letter of Credit shall be recalculated on each Calculation Date during the period that such Letter of Credit is outstanding. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the relevant L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a Letter letter of Credit participation credit fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate computed for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, and including the date of issuance of such Letter of Credit) Credit to the expiration date on which of such payment is due hereunderLetter of Credit. The Borrower aggregate Letter of Credit fees payable shall pay be calculated at a rate per annum equal to the Applicable Margin then in effect for Loans which are LIBO Loans (calculated on the basis of the actual number of days elapsed over a 360-day year) on the average daily outstanding L/C Obligations during the calculation period (of which 1/4 of 1% of such amount shall be for the account of the Issuing Lender with respect thereto and the remainder of such amount shall be for the ratable account of the Issuing Lender and the L/C Participations). Such fee shall be payable to the Administrative Agent, for the ratable account of the relevant Issuing BankLenders, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundableon the Termination Date. (iib) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank Lender for such normal and customary fees, costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by it. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The Each Borrower shall agrees to pay to the Administrative Agent, for the account Agent a letter of the L/C Participants in accordance credit commission with their respective Revolving Percentages, a respect to each Letter of Credit participation fee with respect issued by such Issuing Lender on its behalf, computed for the period from and including the date of issuance of such Letter of Credit through to their participations in each the expiration date of such Letter of Credit, which shall accrue computed at the a rate per annum equal to the Applicable Rate for Eurodollar Rate Loans Margin then in effect, effect for Eurocurrency Loans calculated on based upon the basis actual number of days elapsed over a 365- (or 366-, as the case may be) 360-day year, of the aggregate amount available to be drawn under such Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Termination Date or such earlier date as the Commitments shall terminate as provided herein. Such commission shall be payable to the Administrative Agent for the account of the applicable Revolving Credit Lenders to be shared ratably among them in accordance with their respective Commitment Percentages. Each Borrower shall pay to the relevant Issuing Lender with respect to each Letter of Credit a fee equal to 1/8 of 1.0% per annum of the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of or such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued other amounts as may be agreed by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by Borrower and such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Lender, payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Termination Date or such other date as the Commitments shall terminate calculated based upon the actual number of days elapsed over a 360-day year. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars. (iib) In addition to the foregoing commissions and fees, each Borrower agrees to pay amounts necessary to reimburse the Borrower shall pay or reimburse each applicable Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender within ten (10) days after demand therefor. (iiic) The Administrative Agent shall, promptly following its any receipt thereof, distribute to the relevant applicable Issuing Bank Lender and the L/C Participants applicable Lenders all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 3.3.

Fees, Commissions and Other Charges. (ia) The Borrower shall pay to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving Percentages, a Letter of Credit participation fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate in an amount equal to 1/4 of 1% per annum equal to 0.20%, calculated on of the basis face amount of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunderCredit. Such Letter of Credit participation fees and fronting fees fee shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundable. (iib) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Bank and the L/C Participants, a letter of credit commission with respect to each Letter of Credit, computed for the period from the date of issuance thereof at a per annum rate equal to 2.50% (less any fronting fee paid pursuant to subsection 3.3(a)), calculated on the basis of a 360 day year, of the aggregate average daily amount available to be drawn under such Letter of Credit during the period for which payment is being made. Such fee shall be payable to the Issuing Bank and the L/C Participants to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages. Such commissions shall be payable in arrears on each L/C Fee Payment Date. (c) In addition to the foregoing feesfees and commissions, the Borrower shall pay or reimburse each the Issuing Bank for such normal and customary costs and reasonable expenses fees as are incurred or charged by such the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iiid) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees and commissions received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (i) The Each Specified Borrower shall pay to the Administrative Specified Agent, for the account of the LSpecified Issuing Lender and the Specified Participating Lenders, a letter of credit commission or acceptance fee, as applicable, with respect to each Specified Accommodation, in an amount equal to the Applicable Margin applicable to Specified Revolving Credit Loans (or, in the case of the Chips Letter of Credit, Tranche A Terms Loans) bearing interest at the Eurocurrency Rate of 68 62 the average daily face amount of such Specified Accommodation (or portion thereof for which the US Borrower is primarily responsible), payable quarterly in arrears on the last day of each March, June, September and December and on the Specified Revolving Credit Commitment Termination Date (or, in the case of the Chips Letter of Credit, April 30, 2003), provided that, notwithstanding the foregoing, acceptance fees with respect to Canadian B/C Participants As shall be paid as set forth in subsection 2.12.(f). A portion of such commission or fee, as applicable, equal to 1/4 (or, in the case of the Chips Letter of Credit, 1/8) of 1% of the average daily face amount of such Specified Accommodation shall be payable to the Specified Issuing Lender for its own account, and the remaining portion of such commission shall be payable to the Specified Issuing Lender and the Specified Participating Lenders to be shared ratably among them in accordance with their respective Specified Revolving PercentagesCredit Commitment Percentages (or, a Letter in the case of Credit participation fee with respect to their participations in each the Chips Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (Chips Limited Term Loan Commitments or 366-Chips Acquisition Term Loan Commitments, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder). Such Letter of Credit participation fees commission and fronting fees shall be payable in arrears on each L/C Fee Payment Date and fee shall be nonrefundable. (ii) The US Borrower shall pay to Chase, for the account of the US Issuing Lender and the Participating Lenders (as defined in the Chips Reimbursement Agreement), a letter of credit commission with respect to the Chips Letter of Credit calculated at a rate per annum equal to 1/4 of 1% of that portion of the average daily face amount of the Chips Letter of Credit which is in excess of $346,462,500, payable quarterly in arrears on the last day of each March, June, September and December and on April 30, 2003, provided that the US Borrower shall not be required to pay any letter of credit commissions pursuant to this clause (a)(ii) to the extent that such commissions are paid pursuant to subsection 3.2(a) of the Chips Reimbursement Agreement. (b) In addition to the foregoing feesfees and commissions, the each Specified Borrower shall pay or reimburse each the Specified Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such Specified Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditSpecified Accommodation. (iiic) The Administrative Specified Agent shall, promptly following its receipt thereof, distribute to the relevant Specified Issuing Bank Lender and the L/C Participants Specified Participating Lenders all fees and commissions received by the Administrative Specified Agent for their respective accounts pursuant to this Section 2.5(c)subsection.

Fees, Commissions and Other Charges. (ia) The applicable Borrower shall agrees to pay to the Administrative Agent, for the account of the relevant Issuing Lender and the L/C Participants in accordance with their respective Revolving PercentagesParticipants, a letter of credit commission with respect to each Letter of Credit participation fee with respect issued by such Issuing Lender, computed for the period from and including the date of issuance of such Letter of Credit through to their participations in each the expiration date of such Letter of Credit, which shall accrue computed at the a rate per annum equal to the Applicable Rate for Eurodollar Rate Loans Margin then in effect, effect for Eurocurrency Loans that are Revolving Loans calculated on the basis of a 365- (or 366-, as the case may be) day yearyear for the actual days elapsed, on of the aggregate maximum amount available to be drawn under such Letter of Credit for each day during minus the period from L/C Facing Fee, payable on the last Business Day of each quarter in arrears on each L/C Fee Payment Date (or, if later, the date of issuance of with respect to such Letter of Credit) Credit and on the Maturity Date or such earlier date as the Revolving Commitments shall terminate as provided herein. Such commission shall be payable to the date on which such payment is due hereunderAdministrative Agent for the account of the Lenders to be shared ratably among them in accordance with their respective Revolving Commitment Percentages. The applicable Borrower shall pay to the Administrative Agent, Agent for the account of the relevant Issuing Bank, Lender a fronting fee with respect equal to 1/8 of 1% per annum (but in no event less than $500 per annum for each Letter of Credit issued by such Issuing Bank, which shall accrue at Credit) of the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate maximum amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during (the period from the last “L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be Facing Fee”), payable quarterly in arrears on each L/C Fee Payment Date with respect to such Letter of Credit and on the Maturity Date or such other date as the Revolving Commitments shall terminate. Such commissions and fees shall be nonrefundable. Such fees and commissions shall be payable in Dollars. (iib) In addition to the foregoing commissions and fees, the each Borrower shall agrees to pay or reimburse each the Issuing Bank Lender for such normal and customary costs and reasonable expenses as are incurred or charged by such the Issuing Bank Lender in issuing, effecting payment under, amending or otherwise administering any Letter of CreditCredit issued by such Issuing Lender. (iiic) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank Lender and the L/C Participants all commissions and fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c)subsection 3.3.