Common use of L/C Fees Clause in Contracts

L/C Fees. The Borrowers will pay to Administrative Agent for the account of each Lender in accordance with its Percentage Share a fee (the “L/C Fee”) equal to (i) for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Credit, (ii) for each Performance Credit, 66% multiplied by the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial Credit; provided, however, any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share allocable to such Credit pursuant to Section 3.07(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all Credit, the amount of each Credit will be determined in accordance with Section 1.02(j). L/C Fees will be: (i) computed on a quarterly basis in arrears; and (ii) due and payable on the last Business Day of each March, June, September and December (in each case for the calendar quarter then ending), commencing with the first such date to occur after the issuance of such Credit, on the L/C Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, then the actual daily amount available to be drawn under all Letters of Credit will be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will accrue at the Default Rate.

L/C Fees. The Borrowers will Borrower shall pay to Administrative Agent for the account of each Revolver Lender in accordance with its Commitment Percentage Share (i) a fee (the “for each commercial L/C Fee”) equal to (i) for each Credit (other than Performance Credits and commercial Credits), 1/8 of 1% per annum times the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by Dollar Equivalent of the actual daily maximum amount available to be drawn under each such CreditL/C, and (ii) a fee for each Performance Credit, 66% multiplied by standby L/C equal to the Applicable Rate corresponding to Eurodollar Margin for Eurocurrency Rate Loans multiplied by times the Dollar Equivalent of the actual daily maximum amount available to be drawn under each such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial CreditL/C; provided, however, any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Credit L/C as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will 2.3 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolver Lenders in accordance with the upward adjustments in their respective Percentage Share Commitment Percentages allocable to such Credit L/C pursuant to Section 3.07(a)(iv3.15(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all Credit, the amount of Such fee for each Credit will be determined in accordance with Section 1.02(j). L/C Fees will be: (i) computed on a quarterly basis in arrears; and (ii) shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December (in each case for the calendar quarter then ending)Quarterly Date, commencing with the first such date to occur after the issuance of such CreditL/C, and on the expiration date of such L/C Expiration Date and thereafter on demand. C. If there is any change in the Applicable Rate Margin during any quarter, then the actual daily amount available to be drawn under all Letters of Credit will each standby L/C shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of Required Revolver Lenders, while any Event of Default exists, upon written notice the fees set forth herein with respect to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will Cs shall accrue at the Default Rate.

L/C Fees. The Borrowers will Borrower shall pay to Administrative Agent for the account of each Lender in accordance with its Commitment Percentage Share (i) a fee (the “for each commercial L/C Fee”) equal to (i) for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by 1/8 of 1% per annum times the actual daily maximum amount available to be drawn under each such CreditL/C, and (ii) a fee for each Performance Credit, 66% multiplied by standby L/C equal to the Applicable Rate corresponding to Eurodollar Rate Margin for Revolver Loans multiplied by that are LIBOR Loans times the actual daily maximum amount available to be drawn under each such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial CreditL/C; provided, however, any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Credit L/C as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will 2.3 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share Commitment Percentages allocable to such Credit L/C pursuant to Section 3.07(a)(iv3.15(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all Credit, the amount of Such fee for each Credit will be determined in accordance with Section 1.02(j). L/C Fees will be: (i) computed on a quarterly basis in arrears; and (ii) shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December (in each case for the calendar quarter then ending)Quarterly Date, commencing with the first such date to occur after the issuance of such CreditL/C, and on the expiration date of such L/C Expiration Date and thereafter on demand. C. If there is any change in the Applicable Rate Margin during any quarter, then the actual daily amount available to be drawn under all Letters of Credit will each standby L/C shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of Required Lenders, while any Event of Default exists, upon written notice the fees set forth herein with respect to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will Cs shall accrue at the Default Rate.

L/C Fees. The Borrowers will (i) Company shall pay to Administrative Agent on each Quarterly Payment Date for the period until and excluding the date on which the Pre-Funded L/C Deposit is returned to such Pre-Funded L/C Lender, a fee for the ratable benefit of the Pre-Funded L/C Lenders for distribution to each Pre-Funded L/C Lender in respect of such Pre-Funded L/C Lender’s Pre-Funded L/C Deposit, equal to the sum of (I) a rate per annum equal to the Applicable L/C Fee Percentage on the Pre-Funded L/C Commitments as in effect from time to time (or, if terminated or reduced to zero, on the aggregate amount of the Pre-Funded L/C Deposits which have been cash collateralized) and (II) a rate per annum equal to the Pre-Funded L/C Deposit Cost Amount as in effect from time to time on the amount of the Pre-Funded L/C Commitment as in effect from time to time (or, if terminated or reduced to zero, on the aggregate amount of the Pre-Funded L/C Deposits from time to time), in each case for the period from and including the Closing Date to and including the date on which the Pre-Funded L/C Commitments has been terminated, all remaining Pre-Funded L/C Deposits have been returned to the Pre-Funded L/C Lenders or applied to pay amounts owing with respect to the Letter of Credit and the Letter of Credit has been terminated; provided that from the date an Event of Default occurs, and at all times thereafter until the earlier of the date upon which (A) all Obligations have been paid and satisfied in full and (B) such Event of Default shall not be continuing, such fee shall be equal to two (2%) percent per annum above the Applicable Margin, otherwise applicable hereunder and shall be payable on demand (such fees, the “L/C Fees”); and (ii) Company shall pay to Administrative Agent each Quarterly Payment Date, a fee for the benefit of Issuing Bank equal to the greater of (x) $500 per annum and (y) 0.125% per annum with respect to the Letter of Credit on the daily undrawn amounts outstanding on the Letter of Credit during the immediately preceding Fiscal Quarter (the “Fronting Fee”). In addition to the Fronting Fee, Company shall pay to Administrative Agent for the account of each Lender in accordance with its Percentage Share a fee Issuing Bank, as and when incurred and invoiced or otherwise notified, the customary charges, fees, costs and expenses of Issuing Bank for the issuance, transfer, amendment or payment of the Letter of Credit (the “L/C FeeIssuing Bank Fees”) equal to (i) ). Each determination of the Fronting Fee and Issuing Bank Fees shall be made by Issuing Bank and shall be conclusive and binding for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Credit, (ii) for each Performance Credit, 66% multiplied by the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial Credit; provided, however, any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share allocable to such Credit pursuant to Section 3.07(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the actual daily amount available Company’s obligation to be drawn under all Creditpay Administrative Agent such fees, the amount of each Credit will be determined in accordance with Section 1.02(j). L/C Fees will be: (i) computed on a quarterly basis in arrears; and (ii) due and payable on the last Business Day of each March, June, September and December (in each case for the calendar quarter then ending), commencing with the first such date to occur after the issuance of such Credit, on the L/C Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, then the actual daily amount available to be drawn under all Letters of Credit will be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will accrue at the Default Rateabsent manifest error.

L/C Fees. The Borrowers will Borrower agrees to pay to Administrative the Agent for the account of each Revolving Lender a Letter of Credit fee with respect to its participations in accordance with its Percentage Share a fee each outstanding Letter of Credit (the “L/C Fee”) which shall accrue at a rate per annum equal to (i) for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by Margin on the actual daily maximum amount then available to be drawn under such Credit, Letter of Credit (ii) for each Performance Credit, 66% multiplied by the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily whether or not such maximum amount available to be drawn is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit), during the period from and (iii) for each commercial Credit, 0.25% per annum multiplied by including the actual daily amount available Closing Date to be drawn under but excluding the later of the Maturity Date of the Revolving Credit Facility and the date on which such commercial CreditLender ceases to have any L/C Obligations; provided, however, provided that any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Applicable Lender Percentage Share allocable to such Letter of Credit pursuant to Section 3.07(a)(iv2.23(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all Credit, the amount of each Credit will be determined in accordance with Section 1.02(j). Accrued L/C Fees will be: (i) computed on a quarterly basis shall be payable in arrears; and (ii) due and payable arrears on the last Business Day of each March, June, September and December (in each case for the calendar quarter then ending)December, commencing with on the first such date to occur after the issuance of such CreditClosing Date, and on the L/C Expiration Maturity Date and thereafter of the Revolving Credit Facility; provided that any such fees accruing after such Maturity Date shall be payable on demand. If there is any change in the Applicable Rate during any quarter, then the actual daily amount available to be drawn under all Letters of Credit will be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything herein to the contrary contained hereincontrary, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will shall accrue at the applicable Default Rate.

L/C Fees. The Borrowers will iii) Company shall pay to Administrative Agent on each Quarterly Payment Date for the account period until and excluding the date on which the Pre-Funded L/C Deposit is returned to such Pre-Funded L/C Lender, a fee for the ratable benefit of the Pre-Funded L/C Lenders for distribution to each Pre-Funded L/C Lender in accordance respect of such Pre-Funded L/C Lender’s Pre-Funded L/C Deposit, equal to the sum of (I) a rate per annum equal to the Applicable L/C Fee Percentage on the Pre-Funded L/C Commitments as in effect from time to time (or, if terminated or reduced to zero, on the aggregate amount of the Pre-Funded L/C Deposits which have been cash collateralized) and (II) a rate per annum equal to the Pre-Funded L/C Deposit Cost Amount as in effect from time to time on the amount of the Pre-Funded L/C Commitment as in effect from time to time (or, if terminated or reduced to zero, on the aggregate amount of the Pre-Funded L/C Deposits from time to time), in each case for the period from and including the Closing Date to and including the date on which the Pre-Funded L/C Commitments has been terminated, all remaining Pre-Funded L/C Deposits have been returned to the Pre-Funded L/C Lenders or applied to pay amounts owing with its Percentage Share a respect to the Letter of Credit and the Letter of Credit has been terminated; provided that from the date an Event of Default occurs, and at all times thereafter until the earlier of the date upon which (A) all Obligations have been paid and satisfied in full and (B) such Event of Default shall not be continuing, such fee shall be equal to two (2%) percent per annum above the Applicable Margin, otherwise applicable hereunder and shall be payable on demand (such fees, the “L/C FeeFees”) equal to (i) for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Credit, (ii) for each Performance Credit, 66% multiplied by the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial Credit; provided, however, any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share allocable to such Credit pursuant to Section 3.07(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all Credit, the amount of each Credit will be determined in accordance with Section 1.02(j). L/C Fees will be: (i) computed on a quarterly basis in arrears; and (ii) due and payable on the last Business Day of each March, June, September and December (in each case for the calendar quarter then ending), commencing with the first such date to occur after the issuance of such Credit, on the L/C Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, then the actual daily amount available to be drawn under all Letters of Credit will be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will accrue at the Default Rate.and

L/C Fees. The Borrowers will Borrower shall pay to Administrative Agent for the account of each Lender in accordance with its Applicable Percentage Share a L/C fee (the “L/C Fee”) equal to (i‘) for each Letter of Credit (other than Performance Credits and commercial Credits), equal to the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by Margin times the actual daily amount available to be drawn under such Letter of Credit, (ii) for each Performance Credit, 66% multiplied by . For purposes of computing the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial Credit; provided, however, any L/C Fees otherwise payable for the account Letter of a Defaulting Lender with respect to any Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share allocable to such Credit pursuant to Section 3.07(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all Credit, the amount of each such Letter of Credit will shall be determined in accordance with Section 1.02(j)1.06. L/C Fees will be: shall be (i) computed on a quarterly basis in arrears; and (ii) due and payable quarterly in arrears on the last first Business Day after the end of each March, June, September and December (in each case for the calendar quarter then ending)December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate Margin during any quarter, then the actual daily amount available to be drawn under all Letters each Letter of Credit will shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will shall accrue at the Default Rate; provided that (1) no Letter of Credit fees shall accrue in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Letter of Credit fee accrued in favor of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender.

L/C Fees. The Borrowers will Borrower shall pay to Administrative Agent for the account of each Lender in accordance with its Applicable Percentage Share a L/C fee (the “L/C Fee”) for each Letter of Credit equal to (i) for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by times the actual daily amount available to be drawn under such Credit, (ii) for each Performance Credit, 66% multiplied by the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial Letter of Credit; provided, however, any L/C Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share Applicable Percentages allocable to such Letter of Credit pursuant to Section 3.07(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all any Letter of Credit, the amount of each such Letter of Credit will shall be determined in accordance with Section 1.02(j)1.07. L/C Fees will be: shall be (i) computed on a quarterly basis in arrears; and (ii) due and payable on the last date of issuance of each Letter of Credit, on the first Business Day after the end of each March, June, September and December (in each case for the calendar quarter then ending)thereafter, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date Date, and thereafter otherwise on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, then the actual daily amount available to be drawn under all Letters each Letter of Credit will shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will shall accrue at the Default Rate.

L/C Fees. The Borrowers will (a) L/C Fees. Borrower shall pay to Administrative Agent for the account of each Lender in accordance with its Commitment Percentage Share (i) a fee (the “for each commercial L/C Fee”) equal to (i) for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by 1/8 of 1% per annum times the actual daily maximum amount available to be drawn under each such CreditL/C, and (ii) a fee for each Performance Credit, 66% multiplied by standby L/C equal to the Applicable Rate corresponding to Eurodollar Rate Margin for Revolver Loans multiplied by that are LIBOR Loans times the actual daily maximum amount available to be drawn under each such Credit and (iii) L/C. Such fee for each commercial CreditL/C shall be due and payable quarterly in arrears on each Quarterly Date, 0.25% per annum multiplied by commencing with the first such date to occur after the issuance of such L/C, and on the expiration date of such L/C. If there is any change in the Applicable Margin during any quarter, the actual daily amount available to be drawn under such commercial Credit; provided, however, any of each standby L/C Fees otherwise payable shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. Notwithstanding anything to the account contrary contained herein, upon the request of a Defaulting Lender Required Lenders, while any Default exists, the fees set forth herein with respect to any Credit as L/Cs shall accrue at the Default Rate. (b) Fronting Fee and Documentary and Processing Charges Payable to which L/C Issuers. Borrower shall pay directly to each L/C Issuer, for its own account, a fronting fee in an amount specified in the Fee Letter executed by such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share allocable to such Credit pursuant to Section 3.07(a)(iv)or, with the balance of respect to commercial L/Cs, in an amount agreed upon by Borrower and such fee, if any, payable to the L/C Issuer for its own accountIssuers. For purposes of computing the actual daily amount available to Such fronting fee shall be drawn under all Credit, the amount of each Credit will be determined in accordance with Section 1.02(j). L/C Fees will be: due and payable (i) computed on a quarterly basis in arrears; and (ii) due and payable with respect to standby L/Cs, on the last tenth Business Day after the end of each MarchJanuary, JuneApril, September July, and December October in respect of the most recently-ended quarterly period (or portion thereof, in each the case for of the calendar quarter then endingfirst payment), commencing with the first such date to occur after the issuance of such CreditL/C, on the L/C Expiration Date Date, and thereafter on demand, or (ii) with respect to commercial L/Cs, upon the issuance thereof. If there is any change in In addition, Borrower shall pay directly to the Applicable Rate during any quarterapplicable L/C Issuer for its own account the customary issuance, then the actual daily amount available presentation, amendment and other processing fees, and other standard costs and charges of such L/C Issuer relating to be drawn under all Letters letters of Credit will be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was credit as from time to time in effect. Notwithstanding anything to the contrary contained herein, while any Event Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. (c) Calculation of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will accrue at Fees. Each L/C (other than a fee payable upon the Default Rateissuance of the L/C) shall be calculated on the basis of a year of 360 days and the actual number of days elapsed.

L/C Fees. The Borrowers will U.S. Borrower shall pay to Administrative U.S. Agent for the account of each Lender U.S. Lender, and Canadian Borrower shall pay to Canadian Agent for the account of each Canadian Lender, in accordance with its Applicable Percentage Share a Letter of Credit fee (the “"L/C Fee”") equal to (i) for each commercial Letter of Credit (other than Performance Credits and commercial Credits), equal to the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual timesthe daily amount available to be drawn under such Letter of Credit, and (ii) for each Performance Credit, 66% multiplied by standby Letter of Credit equal to the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by times the actual daily amount available to be drawn under such Credit and (iii) for each commercial Letter of Credit, 0.25% per annum multiplied by . For purposes of computing the actual daily amount available to be drawn under such commercial Credit; provided, however, any L/C Fees otherwise payable for the account Letter of a Defaulting Lender with respect to any Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share allocable to such Credit pursuant to Section 3.07(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all Credit, the amount of each such Letter of Credit will shall be determined in accordance with Section 1.02(j)1.06. L/C Fees will be: shall be (i) computed on a quarterly basis in arrears; arrears and (ii) due and payable on the last Business Day of each March, June, September and December (in each case for the calendar quarter then ending)December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, then the actual daily amount available to be drawn under all Letters each Letter of Credit will shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will shall accrue at the Default Rate.

L/C Fees. The Borrowers will Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a Letter of Credit fee in accordance Dollars with respect to its Percentage Share a fee participations in each outstanding Letter of Credit (the “L/C Fee”) which shall accrue at a rate per annum equal to (i) for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to for Revolving Loans that are Eurodollar Rate Loans multiplied by on the actual daily maximum amount then available to be drawn under such Credit, Letter of Credit (ii) for each Performance Credit, 66% multiplied by the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily whether or not such maximum amount available to be drawn is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit), during the period from and (iii) for each commercial Credit, 0.25% per annum multiplied by including the actual daily amount available Closing Date to be drawn under but excluding the later of the Maturity Date and the date on which such commercial CreditLender ceases to have any L/C Obligations; provided, however, provided that any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral reasonably satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Percentage Share Revolving Percentages allocable to such Letter of Credit pursuant to Section 3.07(a)(iv2.24(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all Credit, the amount of each Credit will be determined in accordance with Section 1.02(j). Accrued L/C Fees will be: (i) computed on a quarterly basis shall be payable in arrears; and (ii) due and payable arrears on the last Business Day of each March, June, September and December (in each case for the calendar quarter then ending)December, commencing with on the first such date to occur after the issuance of such CreditClosing Date, and on the L/C Expiration Maturity Date; provided that, any such fees accruing after such Maturity Date and thereafter shall be payable on demand. If there is any change in the Applicable Rate during any quarter, then the actual daily amount available to be drawn under all Letters of Credit will be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything herein to the contrary contained hereincontrary, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will shall accrue at the applicable Default Rate.

L/C Fees. The Borrowers will Borrower shall pay to Administrative Agent for the account of each Revolver Lender in accordance with its Commitment Percentage Share (i) a fee (the “for each commercial L/C Fee”) equal to (i) for each Credit (other than Performance Credits and commercial Credits), 1/8 of 1% per annum times the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by Dollar Equivalent of the actual daily maximum amount available to be drawn under each such CreditL/C, and (ii) a fee for each Performance Credit, 66% multiplied by standby L/C equal to the Applicable Rate corresponding to Eurodollar Rate Margin for LIBOR Loans multiplied by times the Dollar Equivalent of the actual daily maximum amount available to be drawn under each such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial CreditL/C; provided, however, any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Credit L/C as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will 2.3 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolver Lenders in accordance with the upward adjustments in their respective Percentage Share Commitment Percentages allocable to such Credit L/C pursuant to Section 3.07(a)(iv3.15(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all Credit, the amount of Such fee for each Credit will be determined in accordance with Section 1.02(j). L/C Fees will be: (i) computed on a quarterly basis in arrears; and (ii) shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December (in each case for the calendar quarter then ending)Quarterly Date, commencing with the first such date to occur after the issuance of such CreditL/C, and on the expiration date of such L/C Expiration Date and thereafter on demand. C. If there is any change in the Applicable Rate Margin during any quarter, then the actual daily amount available to be drawn under all Letters of Credit will each standby L/C shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of Required Revolver Lenders, while any Event of Default exists, upon written notice the fees set forth herein with respect to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will Cs shall accrue at the Default Rate.

L/C Fees. The Borrowers will Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender in accordance with its Percentage Share the Revolving Lenders a fee (the “L/C Participation Fee”) in Dollars for each standby Letter of Credit, at a rate per annum equal to (i) for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loans Margin multiplied by the actual average daily amount available to be drawn under such Credit, Letter of Credit and (ii) for each Performance Credit, 66% multiplied by the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial Credit; provided, however, any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share allocable to such Credit pursuant to Section 3.07(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing account a fee (the actual daily amount available to be drawn under all Credit, the amount of each Credit will be determined in accordance with Section 1.02(j). “L/C Fronting Fee”), which shall accrue at the rate or rates per annum equal to 0.125% multiplied by the average daily amount of the L/C Obligations (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any L/C Obligations, as well as the L/C Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued L/C Participation Fees will be: (i) computed on a quarterly basis and L/C Fronting Fees shall be payable in arrears; and (ii) due and payable arrears on the last Business Day day of each March, June, September and December (in of each case for the calendar quarter then ending)year, commencing with on the first such date to occur after the issuance of Agreement Date; provided that all such Credit, fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the L/C Expiration Date and thereafter on Issuer pursuant to this paragraph shall be payable within ten days after demand. If there is any change All L/C Participation Fees and L/C Fronting Fees shall be computed on the basis of a year of 365 days (or 366 days in the Applicable Rate during any quarter, then a leap year) and shall be payable for the actual daily amount available to be drawn under all Letters number of Credit will be computed and multiplied by days elapsed (including the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectfirst day but excluding the last day). Notwithstanding anything to the contrary contained hereinforegoing, while any if an Event of Default exists, upon written notice to has occurred and is continuing and the Administrative BorrowerAgent, on behalf at the request of the Borrowers, from Required Lenders, all Lenders (in the case of L/C Participation Fees) or the L/C Issuer (in the case of L/C Fronting Fees), so notifies the Borrower (provided that no such notification shall be required, and the following interest shall automatically be payable, in the case of an Event of Default under Sections 8.1(a), (b), (h) or (i)), then, so long as such Event of Default is continuing, L/C Participation Fees will accrue and L/C Fronting Fees, as applicable, shall be calculated at a rate per annum equal to the Default Rate.

L/C Fees. The Borrowers will Borrower shall pay to Administrative Agent (i) for the account of each Floorplan Lender in accordance with its Floorplan Percentage Share a fee (the “L/C Fee”) equal to (i) for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Credit, all Floorplan Letters of Credit and (ii) for the account of each Performance Credit, 66% multiplied by Working Capital Lender in accordance with its Working Capital Percentage Share a fee equal to the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such all Working Capital Letters of Credit and (iii) for each commercial Creditcollectively, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial Credit; provided, however, any “L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share allocable to such Credit pursuant to Section 3.07(a)(ivFee”), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all Letters of Credit, the amount of each Letter of Credit will shall be determined in accordance with Section 1.02(j1.02(i). L/C Fees will shall be: (iA) computed on a quarterly basis in arrears; arrears and (iiB) due and payable on the last Business Day of each March, June, September and December (in each case for the calendar quarter then ending), commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, then the actual daily amount available to be drawn under all Letters of Credit will shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, Borrower from Required Floorplan Lenders or Required Working Capital Lenders, as applicable, all L/C Fees will shall accrue at the Default Rate.

L/C Fees. The Borrowers will Borrower shall pay to Administrative Agent for the account of each Revolver Lender in accordance with its Commitment Percentage Share (i) a fee (the “for each commercial L/C Fee”) equal to (i) for each Credit (other than Performance Credits and commercial Credits), 1/8 of 1% per annum times the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by Dollar Equivalent of the actual daily maximum amount available to be drawn under each such CreditL/C, and (ii) a fee for each Performance Credit, 66% multiplied by standby L/C equal to the Applicable Rate corresponding to Eurodollar Margin for EurocurrencyTerm Reference Rate Loans multiplied by times the Dollar Equivalent of the actual daily maximum amount available to be drawn under each such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial CreditL/C; provided, however, any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Credit L/C as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will 2.3 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolver Lenders in accordance with the upward adjustments in their respective Percentage Share Commitment Percentages allocable to such Credit L/C pursuant to Section 3.07(a)(iv3.15(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all Credit, the amount of Such fee for each Credit will be determined in accordance with Section 1.02(j). L/C Fees will be: (i) computed on a quarterly basis in arrears; and (ii) shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December (in each case for the calendar quarter then ending)Quarterly Date, commencing with the first such date to occur after the issuance of such CreditL/C, and on the expiration date of such L/C Expiration Date and thereafter on demand. C. If there is any change in the Applicable Rate Margin during any quarter, then the actual daily amount available to be drawn under all Letters of Credit will each standby L/C shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of Required Revolver Lenders, while any Event of Default exists, upon written notice the fees set forth herein with respect to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will Cs shall accrue at the Default Rate.

L/C Fees. The Borrowers will Borrower shall pay to Administrative Agent for the account of each Lender in accordance accordance, subject to Section 2.16, with its Percentage Share Applicable Percentage, in Dollars, a fee L/C Fee (the “L/C Fee”) for each Letter of Credit equal to (i) for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by times the actual Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit, (ii) for each Performance Credit, 66% multiplied by . For purposes of computing the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial Credit; provided, however, any L/C Fees otherwise payable for the account Letter of a Defaulting Lender with respect to any Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share allocable to such Credit pursuant to Section 3.07(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all Credit, the amount of each such Letter of Credit will shall be determined in accordance with Section 1.02(j)1.08. L/C Fees will be: shall be (i) computed on a quarterly basis in arrears; and (ii) due and payable on the last first Business Day after the end of each March, June, September and December (in each case for the calendar quarter then ending)December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, then the actual daily amount available to be drawn under all Letters each standby Letter of Credit will shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will shall accrue at the Default Rate. (i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars, a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the applicable Fee Letter or otherwise agreed in writing between Borrower and the applicable L/C Issuer, computed on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between Borrower and the applicable L/C Issuer, computed on the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the applicable Fee Letter or otherwise agreed in writing between Borrower and the applicable L/C Issuer, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently‑ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.

L/C Fees. The Borrowers will U.S. Borrower shall pay to Administrative U.S. Agent for the account of each Lender U.S. Lender, and Canadian Borrower shall pay to Canadian Agent for the account of each Canadian Lender, in accordance with its Applicable Percentage Share a Letter of Credit fee (the “L/C Fee”) equal to (i) for each commercial Letter of Credit (other than Performance Credits and commercial Credits), equal to the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by times the actual daily amount available to be drawn under such Letter of Credit, and (ii) for each Performance Credit, 66% multiplied by standby Letter of Credit equal to the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by times the actual daily amount available to be drawn under such Credit and (iii) for each commercial Letter of Credit, 0.25% per annum multiplied by . For purposes of computing the actual daily amount available to be drawn under such commercial Credit; provided, however, any L/C Fees otherwise payable for the account Letter of a Defaulting Lender with respect to any Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share allocable to such Credit pursuant to Section 3.07(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all Credit, the amount of each such Letter of Credit will shall be determined in accordance with Section 1.02(j)1.06. L/C Fees will be: shall be (i) computed on a quarterly basis in arrears; and (ii) due and payable on the last Business Day of each March, June, September and December (in each case for the calendar quarter then ending)December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, then the actual daily amount available to be drawn under all Letters each Letter of Credit will shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will shall accrue at the Default Rate.

L/C Fees. The Borrowers will Company agrees to pay to Administrative Agent for the account Issuer a Letter of Credit fee, in Dollars with respect to its participations in each Lender in accordance with its Percentage Share a fee outstanding Letter of Credit (the “L/C Fee”) ), during the period from and including the Closing Date to but excluding the later of the Commitment Termination Date and the date on which the Issuer ceases to have any L/C Obligations, which L/C Fee shall accrue at a rate per annum equal to (i) for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by Dollar Equivalent of the actual daily amount available to be drawn under such Credit, Letter of Credit (ii) for each Performance Credit, 66% multiplied by the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily whether or not such maximum amount available to be drawn is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) times (a) if the Collateral consists solely of Cash, Cash Equivalents and (iii) for each commercial CreditGovernment Debt, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial Credit; providedand (b) in all other cases, however, any 0.35%. Accrued L/C Fees otherwise shall be payable for the account of a Defaulting Lender with respect to any Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share allocable to such Credit pursuant to Section 3.07(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all Credit, the amount of each Credit will be determined in accordance with Section 1.02(j). L/C Fees will be: (i) computed on a quarterly basis in arrears; and (ii) due and payable arrears on the last Business Day of each March, June, September and December (in each case for the calendar quarter then ending)December, commencing with on the first such date to occur after the issuance of such CreditClosing Date, and on the L/C Expiration Commitment Termination Date; provided that any such fees accruing after the Commitment Termination Date and thereafter shall be payable on demand. If there is any change in the Applicable Rate during any quarter, then the actual daily amount available to be drawn under all Letters of Credit will be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything herein to the contrary contained hereincontrary, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will shall accrue at the applicable Default Rate. In addition, the Company agrees to pay to the Issuer, in Dollars, (i) the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuer relating to letters of credit as from time to time in effect, and (ii) with respect to Letters of Credit issued to beneficiaries located other than in the United States, the United Kingdom or Australia, if there will be any fees and expenses charged by any correspondent or confirming bank in connection with such Letter of Credit (“Correspondent Issuance Costs”), the Issuer shall advise the Company of such Correspondent Issuance Costs prior to issuance of such Letter of Credit and such Letter of Credit shall not be issued unless such Correspondent Issuance Costs have been approved by the Company and all of such fees, costs and charges described in clauses (i) and (ii) shall be payable to the Issuer within three Business Days after its demand therefor and are nonrefundable.

L/C Fees. The Borrowers will Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender in accordance with its Percentage Share the Revolving Lenders a fee (the “L/C Participation Fee”) in Dollars for each Letter of Credit, at a rate per annum equal to (i) for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loans Margin multiplied by the actual average daily amount available to be drawn under such Letter of Credit, and (ii) for each Performance Credit, 66% multiplied by the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial Credit; provided, however, any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share allocable to such Credit pursuant to Section 3.07(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing account a fee (the actual daily amount available to be drawn under all Credit, the amount of each Credit will be determined in accordance with Section 1.02(j). “L/C Fees will be: (i) computed on a quarterly basis Fronting Fee”), which shall accrue at the rate or rates per annum set forth in arrears; and (ii) due and payable the Fee Letter on the last average daily amount of the L/C Obligations (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any L/C Obligations, as well as the L/C Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued L/C Participation Fees and L/C Fronting Fees shall be payable quarterly in arrears on the first (1st) Business Day of January, April, July and October of each March, June, September and December (in each case for the calendar quarter then ending)year, commencing with on the first such date to occur after the issuance of Agreement Date; provided that all such Credit, fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the L/C Expiration Date and thereafter on Issuer pursuant to this paragraph shall be payable within ten (10) days after written demand. If there is any change in the Applicable Rate during any quarter, then the actual daily amount available to be drawn under all Letters of Credit will be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all All L/C Participation Fees will accrue at and L/C Fronting Fees shall be computed on the Default Rate.basis of

L/C Fees. The Borrowers will Borrower shall pay to Administrative Agent for the account of each Lender in accordance with its Applicable Percentage Share a L/C fee (the “L/C Fee”) for each Letter of Credit equal to (i) for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by times the actual Dollar Equivalent of the daily amount available to be drawn under such Credit, (ii) for each Performance Credit, 66% multiplied by the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial Letter of Credit; provided, however, any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share Applicable Percentages allocable to such Letter of Credit pursuant to Section 3.07(a)(iv2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all any Letter of Credit, the amount of each such Letter of Credit will shall be determined in accordance with Section 1.02(j)1.05. L/C Fees will be: shall be (i) computed on a quarterly basis in arrears; and (ii) due and payable on the last first Business Day after the end of each March, June, September and December (in each case for the calendar quarter then ending)December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, then the actual Dollar Equivalent of the daily amount available to be drawn under all Letters each Letter of Credit will shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will shall accrue at the Default Rate.

L/C Fees. The Borrowers will Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender in accordance with its Percentage Share the Lenders a fee (the “L/C Participation Fee”) in Dollars for each Letter of Credit, at a rate per annum equal to (i) for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loans Margin multiplied by the actual average daily amount available to be drawn under such Letter of Credit, and (ii) for each Performance Credit, 66% multiplied by the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial Credit; provided, however, any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share allocable to such Credit pursuant to Section 3.07(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing account a fee (the actual daily amount available to be drawn under all Credit, the amount of each Credit will be determined in accordance with Section 1.02(j). “L/C Fronting Fee”), which shall accrue at the rate of 0.125% per annum on the average daily amount of the L/C Obligations (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any L/C Obligations, as well as the L/C Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued L/C Participation Fees will be: (i) computed and L/C Fronting Fees shall be payable in arrears on a quarterly basis in arrears; June 28, 2019 and (ii) due and payable on the last Business Day day of January, April, July and October of each March, June, September and December (in each case for the calendar quarter then ending)year, commencing with on the first such date to occur after the issuance of Agreement Date; provided that all such Credit, fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the L/C Expiration Date and thereafter on Issuer pursuant to this paragraph shall be payable within ten days after demand. If there is any change in All L/C Participation Fees and L/C Fronting Fees shall be computed on the Applicable Rate during any quarter, then basis of a year of 360 days and shall be payable for the actual daily amount available to be drawn under all Letters number of Credit will be computed and multiplied by days elapsed (including the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectfirst day but excluding the last day). Notwithstanding anything to the contrary contained hereinforegoing, while any if an Event of Default existshas occurred and is continuing, upon written notice to the Administrative Borrowerthen, on behalf so long as such Event of the BorrowersDefault is continuing, from Required Lenders, all L/C Participation Fees will accrue and L/C Fronting Fees, as applicable, shall be calculated at a rate per annum equal to the Default Rate.

L/C Fees. The Borrowers will Borrower shall pay to Administrative Agent for the account of each Revolver Lender in accordance with its Commitment Percentage Share (i) a fee (the “for each commercial L/C Fee”) equal to (i) for each Credit (other than Performance Credits and commercial Credits), 1/8 of 1% per annum times the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by Dollar Equivalent of the actual daily maximum amount available to be drawn under each such CreditL/C, and (ii) a fee for each Performance Credit, 66% multiplied by standby L/C equal to the Applicable Rate corresponding to Eurodollar Margin for Term Reference Rate Loans multiplied by times the Dollar Equivalent of the actual daily maximum amount available to be drawn under each such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial CreditL/C; provided, however, any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Credit L/C as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will 2.3 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolver Lenders in accordance with the upward adjustments in their respective Percentage Share Commitment Percentages allocable to such Credit L/C pursuant to Section 3.07(a)(iv3.15(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all Credit, the amount of Such fee for each Credit will be determined in accordance with Section 1.02(j). L/C Fees will be: (i) computed on a quarterly basis in arrears; and (ii) shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December (in each case for the calendar quarter then ending)Quarterly Date, commencing with the first such date to occur after the issuance of such CreditL/C, and on the expiration date of such L/C Expiration Date and thereafter on demand. C. If there is any change in the Applicable Rate Margin during any quarter, then the actual daily amount available to be drawn under all Letters of Credit will each standby L/C shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of Required Revolver Lenders, while any Event of Default exists, upon written notice the fees set forth herein with respect to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will Cs shall accrue at the Default Rate.

L/C Fees. The Borrowers will Borrower shall pay to Administrative Agent for the account of each Lender in accordance with its Applicable Percentage Share a L/C fee (the “L/C Fee”) for each Letter of Credit equal to (i) for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by times the actual daily amount available to be drawn under such Credit, (ii) for each Performance Credit, 66% multiplied by the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial Letter of Credit; provided, however, any L/C Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will 2.05 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share Applicable Percentages allocable to such Letter of Credit pursuant to Section 3.07(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all any Letter of Credit, the amount of each such Letter of Credit will shall be determined in accordance with Section 1.02(j)1.06. L/C Fees will be: shall be (i) computed on a quarterly basis in arrears; and (ii) due and payable on the last first Business Day after the end of each March, June, September and December (in each case for the calendar quarter then ending)December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, then the actual daily amount available to be drawn under all Letters each Letter of Credit will shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will shall accrue at the Default Rate.

L/C Fees. The Borrowers will Borrower shall pay to Administrative Agent for the account of each Lender in accordance with its Applicable Percentage Share a L/C fee (the “L/C Fee”) for each Letter of Credit equal to (i) for each Credit (other than Performance Credits and commercial Credits), the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by times the actual daily amount available to be drawn under such Letter of Credit, (ii) for each Performance provided that if such Letter of Credit is cash collateralized at 100% of the stated amount of such Letter of Credit, 66then the L/C Fee for such Letter of Credit shall be equal to 0.75% multiplied by per annum times the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Credit and (iii) for each commercial Letter of Credit, 0.25% per annum multiplied by . For purposes of computing the actual daily amount available to be drawn under such commercial Credit; provided, however, any L/C Fees otherwise payable for the account Letter of a Defaulting Lender with respect to any Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share allocable to such Credit pursuant to Section 3.07(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all Credit, the amount of each such Letter of Credit will shall be determined in accordance with Section 1.02(j)1.06. L/C Fees will be: shall be (i) computed on a quarterly basis in arrears; arrears and (ii) due and payable on the last Business Day of each March, June, September and December (quarterly in each case for the calendar quarter then ending)arrears, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, then the actual daily amount available to be drawn under all Letters each standby Letter of Credit will shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will shall accrue at the Default Rate.”

L/C Fees. The Borrowers will shall pay to Administrative Agent for the account of each Lender in accordance with its Revolving Loan Applicable Percentage Share a an L/C fee (the “L/C Fee”) equal to (i) for each commercial Letter of Credit (other than Performance Credits and commercial Credits), equal to 1% per annum times the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by the actual daily amount available to be drawn under such Letter of Credit, and (ii) for each Performance Credit, 66% multiplied by standby Letter of Credit equal to the Applicable Rate corresponding to Eurodollar Rate Loans multiplied by times the actual daily amount available to be drawn under such Credit and (iii) for each commercial Credit, 0.25% per annum multiplied by the actual daily amount available to be drawn under such commercial Letter of Credit; provided, however, any L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable designated L/C Issuer pursuant to this Section 2.04 will 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentage Share Revolving Loan Applicable Percentages allocable to such Letter of Credit pursuant to Section 3.07(a)(iv2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the actual daily amount available to be drawn under all any Letter of Credit, the amount of each such Letter of Credit will shall be determined in accordance with Section 1.02(j)1.06. L/C Fees will be: (i) computed on a quarterly basis in arrears; and (ii) shall be due and payable monthly in arrears on the last Business Day of each March, June, September and December (in each case for the calendar quarter then ending), month commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quartermonth, then the actual daily amount available to be drawn under all Letters each standby Letter of Credit will shall be computed and multiplied by the Applicable Rate separately for each period during such quarter month that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, upon written notice to the Administrative Borrower, on behalf of the Borrowers, from Required Lenders, all L/C Fees will shall accrue at the Default Rate.