Common use of L/C Fees Clause in Contracts

L/C Fees. (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 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 “Issuing Bank Fees”). Each determination of the Fronting Fee and Issuing Bank Fees shall be made by Issuing Bank and shall be conclusive and binding for purposes of Company’s obligation to pay Administrative Agent such fees, absent manifest error.

L/C Fees. (i) Company Borrower shall pay to Administrative Agent on each Quarterly Payment Date for the period until and excluding account of the date on which Lenders (to be paid by Agent to each Lender (other than any Defaulting Lender) in accordance with its Applicable Percentage) an aggregate fee (the Pre-Funded “L/C Deposit is returned to such Pre-Funded L/C Lender, a fee Fee”) for the ratable benefit issuance of the Pre-Funded L/C Lenders for distribution to each Pre-Funded L/C Lender Letter of Credit in respect of such Pre-Funded L/C Lender’s Pre-Funded L/C Deposit, equal to the sum of (I) a rate an amount 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 greater of the Pre-Funded L/C Deposits which have been cash collateralized) and (II) a rate per annum equal Applicable Rate applicable to Eurodollar Rate Loans times the Pre-Funded L/C Deposit Cost Amount as in effect from time to time on the maximum face 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 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 (determined in accordance with Section 1.06 or $1,000. Such L/C Fee shall be payable prior to the “Issuing Bank Fees”)issuance of each Letter of Credit and thereafter in monthly installments in arrears on the last Business Day of each month, commencing on the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. Each determination If there is any change in the Applicable Rate during any quarter, the L/C Fee 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 request of the Fronting Fee Majority Lenders, while any Event of Default exists, all accrued and Issuing Bank unpaid L/C Fees shall bear interest at the Default Rate. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the L/C Collection Account. Other than any interest earned on the investment of such deposits, which investments shall be made by Issuing Bank at the option and shall be conclusive and binding for purposes sole discretion of Company’s obligation to pay the Administrative Agent and at the Borrower’s risk and expense, such feesdeposits shall not bear interest. Interest or profits, absent manifest errorif any, on such investments shall accumulate in the L/C Collection Account.

L/C Fees. The Borrower agrees to pay (i) Company shall pay to the Administrative Agent on each Quarterly Payment Date for the period until and excluding account of the date on which Revolving Lenders a fee (the Pre-Funded “L/C Deposit is returned to such Pre-Funded L/C LenderParticipation Fee”) in Dollars for each standby Letter of Credit, 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) at a rate per annum equal to the Applicable Margin multiplied by the average daily amount available to be drawn under such Letter of Credit, and (ii) to the L/C Fee Percentage on Issuer for its own account a fee (the Pre-Funded “L/C Commitments as in effect from time to time (orFronting Fee”), if terminated which shall accrue at the rate or reduced to zero, rates per annum separately agreed upon between the Borrower and the L/C Issuer on the aggregate average daily amount of the Pre-Funded L/C Deposits which have been cash collateralized) and Obligations (II) a rate per annum equal excluding any portion thereof attributable to the Pre-Funded unreimbursed 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 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 including 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 in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Agreement Date; provided that all such fees shall be payable on the date on which the Pre-Funded 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 Commitments has been terminated, all remaining Pre-Funded Issuer pursuant to this paragraph shall be payable within 10 days after demand. All L/C Deposits have been returned to the Pre-Funded Participation Fees and L/C Lenders Fronting Fees shall be computed on the basis of a year of 365 days (or applied to pay amounts owing with respect to 366 days in a leap year) and shall be payable for the Letter actual number of Credit and days elapsed (including the Letter of Credit has been terminated; provided that from first day but excluding the date last day). Notwithstanding the foregoing, if an Event of Default occurshas occurred and is continuing, 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) then, so long as such Event of Default shall not be is 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 Participation Fees and L/C Fronting Fees”); and (ii) Company , as applicable, shall pay to Administrative Agent each Quarterly Payment Date, be calculated at a fee for the benefit of Issuing Bank rate per annum 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 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 “Issuing Bank Fees”). Each determination of the Fronting Fee and Issuing Bank Fees shall be made by Issuing Bank and shall be conclusive and binding for purposes of Company’s obligation to pay Administrative Agent such fees, absent manifest errorDefault Rate.

L/C Fees. (i) Company shall The Borrower agrees to pay to the Administrative Agent on each Quarterly Payment Date for the period until and excluding account of each U.S. Revolving Lender a Letter of Credit fee with respect to its participations in the date on which the Pre-Funded outstanding U.S. Letters of Credit (a “U.S. L/C Deposit is returned to such Pre-Funded Fee” and, collectively, the “U.S. 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 (IFees”) which shall accrue at a rate per annum equal to the Applicable L/C Fee Percentage Rate on the Pre-Funded L/C Commitments as average aggregate daily maximum amount then available to be drawn under all U.S. Letters of Credit (whether or not such maximum amount is then in effect from time to time (or, under any U.S. Letter of Credit if terminated or reduced to zero, on the aggregate such maximum amount of the Pre-Funded L/C Deposits which have been cash collateralized) and (II) a rate per annum equal increases periodically pursuant to the Pre-Funded L/C Deposit Cost Amount as in effect from time to time on the amount terms 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 such U.S. Letter of the Pre-Funded L/C Deposits from time to timeCredit), in each case for during the period from and including the Closing Date to but excluding the later of the Maturity Date of the Revolving Facilities and including the date on which the Pre-Funded such Lender ceases to have any U.S. L/C Commitments has been terminated, all remaining Pre-Funded Obligations; provided that any U.S. L/C Deposits have been returned Fees otherwise payable for the account of a Defaulting Lender with respect to any U.S. Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Pre-Funded applicable L/C Lenders or applied to pay amounts owing with respect Issuer shall be payable, to the maximum extent permitted by applicable Law, to the other U.S. Revolving Lenders in accordance with the upward adjustments in their respective U.S. Revolving Percentages allocable to such U.S. Letter of Credit and pursuant to Section 2.18(a)(iv), with the Letter balance of Credit has been terminated; provided that from such fee, if any, payable to 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”); andIssuer for its own account to the extent its remaining Fronting Exposure is not Cash Collateralized or otherwise participated to U.S. Revolving Lenders. (ii) Company shall The Borrower agrees to 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 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 each Multicurrency Revolving Lender a Letter of Credit fee with respect to its participations in the outstanding Multicurrency Letters of Credit (a “Multicurrency L/C Fee” and, collectively, the “Issuing Bank Multicurrency L/C Fees”) which shall accrue at a rate per annum equal to the Applicable Rate on the average aggregate daily maximum amount then available to be drawn under all Multicurrency Letters of Credit (whether or not such maximum amount is then in effect under any Multicurrency Letter of Credit if such maximum amount increases NY\6127033.17 periodically pursuant to the terms of such Multicurrency Letter of Credit). Each determination , during the period from and including the Closing Date to but excluding the later of the Maturity Date of the Revolving Facilities and the date on which such Lender ceases to have any Multicurrency L/C Obligations; provided that any Multicurrency L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any Multicurrency Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer shall be payable, to the maximum extent permitted by applicable Law, to the other Multicurrency Revolving Lenders in accordance with the upward adjustments in their respective Multicurrency Revolving Percentages allocable to such Multicurrency Letter of Credit pursuant to Section 2.18(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account to the extent its remaining Fronting Fee and Issuing Bank Exposure is not Cash Collateralized or otherwise participated to Multicurrency Revolving Lenders. (iii) Accrued L/C Fees shall be made by Issuing Bank payable in arrears on the last Business Day of each March, June, September and December, commencing on the first such date to occur after the Closing Date, and on the Maturity Date of the Revolving Facilities; provided that any such fees accruing after such Maturity Date shall be conclusive and binding for purposes payable on written demand. Notwithstanding anything herein to the contrary, upon the request of Company’s obligation the Required Revolving Lenders, while any Event of Default under Section 8.01(a), (e), or (f) exists, all L/C Fees shall accrue at the applicable Default Rate. (iv) All fees referred to pay in this Section 2.09(b) shall be paid to Administrative Agent such feesat its Principal Office and upon receipt, absent manifest errorAdministrative Agent shall promptly distribute to each applicable Lender its Pro Rata Share thereof.

L/C Fees. The Borrower agrees to pay (i) Company shall pay to the Administrative Agent on each Quarterly Payment Date for the period until and excluding account of the date on which Lenders a fee (the Pre-Funded “L/C Deposit is returned to such Pre-Funded L/C LenderParticipation Fee”) in Dollars for each Letter of Credit, 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) at a rate per annum equal to the Applicable Margin multiplied by the average daily amount available to be drawn under such Letter of Credit, and (ii) to the L/C Fee Percentage on Issuer for its own account a fee (the Pre-Funded “L/C Commitments as in effect from time to time (orFronting Fee”), if terminated or reduced to zero, which shall accrue at the rate of 0.125% per annum on the aggregate average daily amount of the Pre-Funded L/C Deposits which have been cash collateralized) and Obligations (II) a rate per annum equal excluding any portion thereof attributable to the Pre-Funded unreimbursed 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 Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and including 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 in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Agreement Date; provided that all such fees shall be payable on the date on which the Pre-Funded 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 Commitments has been terminated, all remaining Pre-Funded Issuer pursuant to this paragraph shall be payable within ten days after demand. All L/C Deposits have been returned to the Pre-Funded Participation Fees and L/C Lenders or applied to pay amounts owing with respect to Fronting Fees shall be computed on the Letter basis of Credit a year of 360 days and shall be payable for the Letter actual number of Credit has been terminated; provided that from days elapsed (including the date first day but excluding the last day). Notwithstanding the foregoing, if an Event of Default occurshas occurred and is continuing, 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) then, so long as such Event of Default shall not be is 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 Participation Fees and L/C Fronting Fees”); and (ii) Company , as applicable, shall pay to Administrative Agent each Quarterly Payment Date, be calculated at a fee for the benefit of Issuing Bank rate per annum 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 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 “Issuing Bank Fees”). Each determination of the Fronting Fee and Issuing Bank Fees shall be made by Issuing Bank and shall be conclusive and binding for purposes of Company’s obligation to pay Administrative Agent such fees, absent manifest errorDefault Rate.

L/C Fees. (i) Company The Borrowers shall pay to Administrative Agent on each Quarterly Payment Date for the period until and excluding the date on which the Pre-Funded account of each Lender in accordance with its Revolving Loan Applicable Percentage an 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 FeesFee”); and ) (i) for each commercial Letter of Credit equal to 1% per annum times the daily amount available to be drawn under such Letter of Credit, and (ii) Company shall pay to Administrative Agent for each Quarterly Payment Date, a fee for the benefit standby Letter of Issuing Bank Credit equal to the greater of (x) $500 per annum and (y) 0.125% per annum with respect Applicable Rate times the daily amount available to the be drawn under such 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 FeeCredit; provided, Company shall pay to Administrative Agent however, any L/C Fees otherwise payable for the account of 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 a Defaulting Lender with respect to any Letter of Credit (as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the “Issuing Bank Fees”L/C Issuer pursuant to this Section 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 Revolving Loan Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Each determination For purposes of computing the Fronting Fee and Issuing Bank 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 1.06. L/C Fees shall be made by Issuing Bank due and payable monthly in arrears on the last Business Day of each 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 month, the daily amount available to be drawn under each standby Letter of Credit shall be conclusive computed and binding multiplied by the Applicable Rate separately for purposes each period during such month that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of Company’s obligation to pay Administrative Agent such feesthe Required Revolving Lenders, absent manifest errorwhile any Event of Default exists, all L/C Fees shall accrue at the Default Rate.

L/C Fees. The Borrower agrees to pay (i) Company shall pay to the Administrative Agent on each Quarterly Payment Date for the period until and excluding account of the date on which Lenders a fee (the Pre-Funded “L/C Deposit is returned to such Pre-Funded L/C LenderParticipation Fee”) in Dollars for each Letter of Credit, 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) at a rate per annum equal to the Applicable Margin multiplied by the average daily amount available to be drawn under such Letter of Credit, and (ii) to the L/C Fee Percentage on Issuer for its own account a fee (the Pre-Funded “L/C Commitments as in effect from time to time (orFronting Fee”), if terminated or reduced to zero, which shall accrue at the rate of 0.125% per annum on the aggregate average daily amount of the Pre-Funded L/C Deposits which have been cash collateralized) and Obligations (II) a rate per annum equal excluding any portion thereof attributable to the Pre-Funded unreimbursed 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 Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and including 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 in arrears on June 28, 2019 and on the last day of January, April, July and October of each year, commencing on the first such date to occur after the Agreement Date; provided that all such fees shall be payable on the date on which the Pre-Funded 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 Commitments has been terminated, all remaining Pre-Funded Issuer pursuant to this paragraph shall be payable within ten days after demand. All L/C Deposits have been returned to the Pre-Funded Participation Fees and L/C Lenders or applied to pay amounts owing with respect to Fronting Fees shall be computed on the Letter basis of Credit a year of 360 days and shall be payable for the Letter actual number of Credit has been terminated; provided that from days elapsed (including the date first day but excluding the last day). Notwithstanding the foregoing, if an Event of Default occurshas occurred and is continuing, 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) then, so long as such Event of Default shall not be is 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 Participation Fees and L/C Fronting Fees”); and (ii) Company , as applicable, shall pay to Administrative Agent each Quarterly Payment Date, be calculated at a fee for the benefit of Issuing Bank rate per annum 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 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 “Issuing Bank Fees”). Each determination of the Fronting Fee and Issuing Bank Fees shall be made by Issuing Bank and shall be conclusive and binding for purposes of Company’s obligation to pay Administrative Agent such fees, absent manifest errorDefault Rate.

L/C Fees. (i) Company shall The Borrower agrees to pay to the Administrative Agent on each Quarterly Payment Date for the period until and excluding account of each Revolving Lender a Letter of Credit fee with respect to its participations in each outstanding Letter of Credit (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 (IFee”) which shall accrue at a rate per annum equal to the Applicable L/C Fee Percentage Margin then applicable to Revolving Credit Loans that are Term Benchmark Loans on the Pre-Funded L/C Commitments as daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect from time to time (or, under such Letter of Credit if terminated or reduced to zero, on the aggregate such maximum amount of the Pre-Funded L/C Deposits which have been cash collateralized) and (II) a rate per annum equal increases periodically pursuant to the Pre-Funded L/C Deposit Cost Amount as in effect from time to time on the amount terms 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 such Letter of the Pre-Funded L/C Deposits from time to timeCredit), in each case for during the period from and including the Closing Date to but excluding the later of the Maturity Date of the Revolving Credit Facility and including the date on which the Pre-Funded such Lender ceases to have any L/C Commitments has been terminated, all remaining Pre-Funded Obligations; provided that any L/C Deposits have been returned 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 Pre-Funded applicable L/C Lenders or applied to pay amounts owing with respect Issuer 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 allocable to such Letter of Credit pursuant to Section 2.23(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. Accrued L/C Fees shall be payable in arrears on the last Business Day of each March, June, September and December, commencing on the Letter first such date to occur after the Closing Date, and on the Maturity Date of the Revolving Credit has been terminatedFacility; 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) any such Event of Default shall not be continuing, fees accruing after such fee shall be equal to two (2%) percent per annum above the Applicable Margin, otherwise applicable hereunder and Maturity Date shall be payable on demand (such feesdemand. Notwithstanding anything herein to the contrary, the “while any Event of Default exists, all 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 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 “Issuing Bank Fees”). Each determination of the Fronting Fee and Issuing Bank Fees shall be made by Issuing Bank and shall be conclusive and binding for purposes of Company’s obligation to pay Administrative Agent such fees, absent manifest erroraccrue at the applicable Default Rate.

L/C Fees. The Borrower agrees to pay (i) Company shall pay to the Administrative Agent on each Quarterly Payment Date for the period until and excluding account of the date on which Revolving Lenders a fee (the Pre-Funded “L/C Deposit is returned to such Pre-Funded L/C LenderParticipation Fee”) in Dollars for each standby Letter of Credit, 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) at a rate per annum equal to the Applicable Margin multiplied by the average daily amount available to be drawn under such Letter of Credit and (ii) to the L/C Fee Percentage on Issuer for its own account a fee (the Pre-Funded “L/C Commitments as in effect from time to time (orFronting Fee”), if terminated which shall accrue at the rate or reduced to zero, on the aggregate amount of the Pre-Funded L/C Deposits which have been cash collateralized) and (II) a rate rates per annum equal to 0.125% multiplied by the Pre-Funded average daily amount of the L/C Deposit Cost Amount as in effect from time Obligations (excluding any portion thereof attributable to time on the amount of the Pre-Funded unreimbursed 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 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 including 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 in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Agreement Date; provided that all such fees shall be payable on the date on which the Pre-Funded 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 Commitments has been terminated, all remaining Pre-Funded Issuer pursuant to this paragraph shall be payable within ten days after demand. All L/C Deposits have been returned to the Pre-Funded Participation Fees and L/C Lenders Fronting Fees shall be computed on the basis of a year of 365 days (or applied to pay amounts owing with respect to 366 days in a leap year) and shall be payable for the Letter actual number of Credit and days elapsed (including the Letter of Credit has been terminated; provided that from first day but excluding the date last day). Notwithstanding the foregoing, if an Event of Default occurshas occurred and is continuing and the Administrative Agent, at the request of the Required 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 at all times thereafter until the earlier following interest shall automatically be payable, in the case of the date upon which an Event of Default under Sections 8.1(a), (Ab), (h) all Obligations have been paid and satisfied in full and or (B) i)), then, so long as such Event of Default shall not be is 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 Participation Fees and L/C Fronting Fees”); and (ii) Company , as applicable, shall pay to Administrative Agent each Quarterly Payment Date, be calculated at a fee for the benefit of Issuing Bank rate per annum 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 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 “Issuing Bank Fees”). Each determination of the Fronting Fee and Issuing Bank Fees shall be made by Issuing Bank and shall be conclusive and binding for purposes of Company’s obligation to pay Administrative Agent such fees, absent manifest errorDefault Rate.

L/C Fees. The Borrower agrees to pay (i) Company shall pay to the Administrative Agent on each Quarterly Payment Date for the period until and excluding account of the date on which Revolving Lenders a fee (the Pre-Funded “L/C Deposit is returned to such Pre-Funded L/C LenderParticipation Fee”) in Dollars for each Letter of Credit, 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) at a rate per annum equal to the Applicable Margin multiplied by the average daily amount available to be drawn under such Letter of Credit, and (ii) to the L/C Fee Percentage on Issuer for its own account a fee (the Pre-Funded “L/C Commitments as Fronting Fee”), which shall accrue at the rate or rates per annum set forth in effect from time to time (or, if terminated or reduced to zero, the Fee Letter on the aggregate average daily amount of the Pre-Funded L/C Deposits which have been cash collateralized) and Obligations (II) a rate per annum equal excluding any portion thereof attributable to the Pre-Funded unreimbursed 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 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 including 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 year, commencing on the first such date to occur after the Agreement Date; provided that all such fees shall be payable on the date on which the Pre-Funded L/C Revolving 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 terminate and the Letter of Credit has been terminated; provided that from any such fees accruing after the date an Event of Default occurs, and at all times thereafter until on which 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 Revolving Commitments terminate shall be payable on demand (such fees, demand. Any other fees payable to the “L/C Fees”); and Issuer pursuant to this paragraph shall be payable within ten (ii10) 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 days after written demand. All L/C Participation Fees 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 “L/C Fronting Fee”). In addition to the Fronting Fee, Company shall pay to Administrative Agent for the account of 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 “Issuing Bank Fees”). Each determination of the Fronting Fee and Issuing Bank Fees shall be made by Issuing Bank and shall be conclusive and binding for purposes of Company’s obligation to pay Administrative Agent such fees, absent manifest error.computed on the basis of

L/C Fees. The Borrowers agree to pay (i) Company shall pay to the Administrative Agent on each Quarterly Payment Date for the period until and excluding account of the date on which Lenders a fee (the Pre-Funded “L/C Deposit is returned to such Pre-Funded L/C LenderParticipation Fee”) in Dollars for each standby Letter of Credit, 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) at a rate per annum equal to the Applicable Margin multiplied by the average daily amount available to be drawn under such Letter of Credit, and (ii) to the L/C Fee Percentage on Issuer for its own account a fee (the Pre-Funded “L/C Commitments as in effect from time to time (orFronting Fee”), if terminated which shall accrue at the rate or reduced to zero, rates per annum separately agreed upon between the Borrowers and the L/C Issuer on the aggregate average daily amount of the Pre-Funded L/C Deposits which have been cash collateralized) and Obligations (II) a rate per annum equal excluding any portion thereof attributable to the Pre-Funded unreimbursed 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 Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and including 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 in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Agreement Date; provided that all such fees shall be payable on the date on which the Pre-Funded 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 Commitments has been terminated, all remaining Pre-Funded Issuer pursuant to this paragraph shall be payable within 10 days after demand. All L/C Deposits have been returned to the Pre-Funded Participation Fees and L/C Lenders or applied to pay amounts owing with respect to Fronting Fees shall be computed on the Letter basis of Credit a year of 360 days and shall be payable for the Letter actual number of Credit has been terminated; provided that from days elapsed (including the date first day but excluding the last day). Notwithstanding the foregoing, if an Event of Default occurshas occurred and is continuing then, 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) so long as such Event of Default shall not be is 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 Participation Fees and L/C Fronting Fees”); and (ii) Company , as applicable, shall pay to Administrative Agent each Quarterly Payment Date, be calculated at a fee for the benefit of Issuing Bank rate per annum 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 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 “Issuing Bank Fees”). Each determination of the Fronting Fee and Issuing Bank Fees shall be made by Issuing Bank and shall be conclusive and binding for purposes of Company’s obligation to pay Administrative Agent such fees, absent manifest errorDefault Rate.

L/C Fees. The Borrowers agree to pay (i) Company shall pay to the Administrative Agent on each Quarterly Payment Date Agent, for the period until and excluding account of the date on which Revolving Lenders, a fee (the Pre-Funded “L/C Deposit is returned to such Pre-Funded L/C LenderParticipation Fee”) in Dollars for each Letter of Credit, 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) at a rate per annum equal to the Applicable Margin multiplied by the average daily amount available to be drawn under such Letter of Credit, and (ii) to each applicable L/C Fee Percentage on Issuer for its own account a fee (the Pre-Funded “L/C Commitments as in effect from time to time (orFronting Fee”), if terminated which shall accrue at the rate or reduced to zero, rates per annum separately agreed upon between the Borrowers and such L/C Issuer on the aggregate average daily amount of the Pre-Funded L/C Deposits which have been cash collateralized) and (II) a rate per annum equal Obligations attributable to the Pre-Funded Letters of Credit issued by such L/C Deposit Cost Amount as in effect from time Issuer (excluding any portion thereof attributable to time on the amount of the Pre-Funded unreimbursed 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 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 including the date on which there ceases to be any L/C Obligations, as well as such 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 in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Pre-Funded Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any L/C Commitments has been terminated, all remaining Pre-Funded Issuer pursuant to this paragraph shall be payable within ten (10) days after demand. All L/C Deposits have been returned to the Pre-Funded Participation Fees and L/C Lenders or applied to pay amounts owing with respect to Fronting Fees shall be computed on the Letter basis of Credit a year of 360 days and shall be payable for the Letter actual number of Credit has been terminated; provided that from days elapsed (including the date first day but excluding the last day). Notwithstanding the foregoing, if an Event of Default occurshas occurred and is continuing and the Administrative Agent, upon the direction of the Required Lenders or any Initial Lender, so notifies the Lead Borrower (provided that no such notification shall be required, and at all times thereafter until the earlier following interest shall automatically be payable, in the case of the date upon which an Event of Default under Sections 8.01(a), (Af) all Obligations have been paid and satisfied in full and or (Bg)) then, so long as such Event of Default shall not be is 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 “past due L/C Participation Fees and L/C Fronting Fees”); and (ii) Company , as applicable, shall pay to Administrative Agent each Quarterly Payment Date, accrue interest at a fee for the benefit of Issuing Bank rate per annum 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 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 “Issuing Bank Fees”). Each determination of the Fronting Fee and Issuing Bank Fees shall be made by Issuing Bank and shall be conclusive and binding for purposes of Company’s obligation to pay Administrative Agent such fees, absent manifest errorDefault Rate.

L/C Fees. The Borrower agrees to pay (i) Company shall pay to the Administrative Agent on each Quarterly Payment Date for the period until and excluding account of the date on which Revolving Lenders a fee (the Pre-Funded “L/C Deposit is returned to such Pre-Funded L/C LenderParticipation Fee”) in Dollars for each Letter of Credit, 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) at a rate per annum equal to the Applicable Margin multiplied by the average daily amount available to be drawn under such Letter of Credit and (ii) to the L/C Fee Percentage on Issuer for its own account a fee (the Pre-Funded “L/C Commitments as in effect from time to time (orFronting Fee”), if terminated which shall accrue at the rate or reduced to zero, rates per annum separately agreed upon between the Borrower and the L/C Issuer on the aggregate average daily amount of the Pre-Funded L/C Deposits which have been cash collateralized) and Obligations (II) a rate per annum equal excluding any portion thereof attributable to the Pre-Funded unreimbursed 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 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 including 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 in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Agreement Date; provided that all such fees shall be payable on the date on which the Pre-Funded 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 Commitments has been terminated, all remaining Pre-Funded Issuer pursuant to this paragraph shall be payable within 10 days after demand. All L/C Deposits have been returned to the Pre-Funded Participation Fees and L/C Lenders or applied to pay amounts owing with respect to Fronting Fees shall be computed on the Letter basis of Credit a year of 360 days and shall be payable for the Letter actual number of Credit has been terminated; provided that from days elapsed (including the date first day but excluding the last day). Notwithstanding the foregoing, if an Event of Default occurshas occurred and is continuing and the Administrative Agent, at the request of the Required 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 at all times thereafter until the earlier following interest shall automatically be payable, in the case of the date upon which an Event of Default under Sections 8.1(a), (Ab), (h) all Obligations have been paid and satisfied in full and or (B) i)), then, so long as such Event of Default shall not be is 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 Participation Fees and L/C Fronting Fees”); and (ii) Company , as applicable, shall pay to Administrative Agent each Quarterly Payment Date, be calculated at a fee for the benefit of Issuing Bank rate per annum 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 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 “Issuing Bank Fees”). Each determination of the Fronting Fee and Issuing Bank Fees shall be made by Issuing Bank and shall be conclusive and binding for purposes of Company’s obligation to pay Administrative Agent such fees, absent manifest errorDefault Rate.

L/C Fees. The Borrower agrees to pay (i) Company shall pay to the Administrative Agent on each Quarterly Payment Date for the period until and excluding account of the date on which Revolving Lenders a fee (the Pre-Funded “L/C Deposit is returned to such Pre-Funded L/C LenderParticipation Fee”) in Dollars for each Letter of Credit, 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) at a rate per annum equal to the Applicable Margin multiplied by the average daily amount available to be drawn under such Letter of Credit, and (ii) to the L/C Fee Percentage on Issuer for its own account a fee (the Pre-Funded “L/C Commitments as in effect from time to time (orFronting Fee”), if terminated which shall accrue at the rate or reduced to zero, rates per annum separately agreed upon between the Borrower and the L/C Issuer on the aggregate average daily amount of the Pre-Funded L/C Deposits which have been cash collateralized) and Obligations (II) a rate per annum equal excluding any portion thereof attributable to the Pre-Funded unreimbursed 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 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 including 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 in arrears on the last day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Pre-Funded 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 Commitments has been terminated, all remaining Pre-Funded Issuer pursuant to this paragraph shall be payable within 10 days after demand. All L/C Deposits have been returned to the Pre-Funded Participation Fees and L/C Lenders or applied to pay amounts owing with respect to Fronting Fees shall be computed on the Letter basis of Credit a year of 360 days and shall be payable for the Letter actual number of Credit has been terminated; provided that from days elapsed (including the date first day but excluding the last day). Notwithstanding the foregoing, if an Event of Default occurshas occurred and is continuing then, 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) so long as such Event of Default shall not be is 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 Participation Fees and L/C Fronting Fees”); and (ii) Company , as applicable, shall pay to Administrative Agent each Quarterly Payment Date, be calculated at a fee for the benefit of Issuing Bank rate per annum 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 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 “Issuing Bank Fees”). Each determination of the Fronting Fee and Issuing Bank Fees shall be made by Issuing Bank and shall be conclusive and binding for purposes of Company’s obligation to pay Administrative Agent such fees, absent manifest errorDefault Rate.