Common use of L/C Fees Clause in Contracts

L/C Fees. (i) The Borrower agrees to pay to the Administrative Agent for the account of each U.S. Revolving Lender a Letter of Credit fee with respect to its participations in the outstanding U.S. Letters of Credit (a “U.S. L/C Fee” and, collectively, the “U.S. 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 U.S. Letters of Credit (whether or not such maximum amount is then in effect under any U.S. Letter of Credit if such maximum amount increases periodically pursuant to the terms of such U.S. Letter of Credit), 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 U.S. L/C Obligations; provided that any U.S. L/C 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 applicable L/C 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 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 Exposure is not Cash Collateralized or otherwise participated to U.S. Revolving Lenders. (ii) The Borrower agrees to pay to the Administrative Agent for the account of 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 “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), 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 Exposure is not Cash Collateralized or otherwise participated to Multicurrency Revolving Lenders. (iii) Accrued L/C Fees shall be 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 payable on written demand. Notwithstanding anything herein to the contrary, upon the request of 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 in this Section 2.09(b) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each applicable Lender its Pro Rata Share thereof.

L/C Fees. (i) The Borrower agrees to pay to the Administrative Agent for the account of each U.S. Revolving Lender a Letter of Credit fee with respect to its participations in the each outstanding U.S. Letters Letter of Credit (a the “U.S. L/C Fee” and, collectively, the “U.S. L/C Fees”) which shall accrue at a rate per annum equal to the Applicable Rate Margin then applicable to Revolving Credit Loans that are Term Benchmark Loans on the average aggregate daily maximum amount then available to be drawn under all U.S. Letters such Letter of Credit (whether or not such maximum amount is then in effect under any U.S. such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such U.S. Letter of Credit), during the period from and including the Closing Date to but excluding the later of the Maturity Date of the Revolving Facilities Credit Facility and the date on which such Lender ceases to have any U.S. L/C Obligations; provided that any U.S. L/C 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 applicable L/C 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 Applicable Lender Percentage allocable to such U.S. Letter of Credit pursuant to Section 2.18(a)(iv2.23(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 Exposure is not Cash Collateralized or otherwise participated to U.S. Revolving Lenders. (ii) The Borrower agrees to pay to the Administrative Agent for the account of 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 “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), 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 Exposure is not Cash Collateralized or otherwise participated to Multicurrency Revolving Lenders. (iii) 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 first such date to occur after the Closing Date, and on the Maturity Date of the Revolving FacilitiesCredit Facility; provided that any such fees accruing after such Maturity Date shall be payable on written demand. Notwithstanding anything herein to the contrary, upon the request of 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 in this Section 2.09(b) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each applicable Lender its Pro Rata Share thereof.

L/C Fees. (i) The Borrower agrees to pay (i) to the Administrative Agent for the account of each U.S. the Revolving Lender Lenders a Letter of Credit fee with respect to its participations in (the outstanding U.S. Letters of Credit (a “U.S. L/C Participation Fee” and, collectively, the “U.S. L/C Fees”) which shall accrue in Dollars for each Letter of Credit, at a rate per annum equal to the Applicable Rate on Margin multiplied by the 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 under any U.S. Letter of Credit if such maximum amount increases periodically pursuant and (ii) to the terms of such U.S. Letter of CreditL/C Issuer for its own account a fee (the “L/C Fronting Fee”), which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the L/C Issuer 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 Maturity Date date of termination of the Revolving Facilities Commitments and the date on which such Lender there ceases to have be any U.S. L/C Obligations; provided that any U.S. , as well as the L/C Fees otherwise payable for the account of a Defaulting Lender Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any U.S. 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 U.S. Revolving Lenders in accordance with the upward adjustments in their respective U.S. Revolving Percentages allocable to such U.S. Letter or processing 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 Exposure is not Cash Collateralized or otherwise participated to U.S. Revolving Lenders. (ii) The Borrower agrees to pay to the Administrative Agent for the account of 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 “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), 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 Exposure is not Cash Collateralized or otherwise participated to Multicurrency Revolving Lenders. (iii) drawings thereunder. Accrued L/C Participation Fees and L/C Fronting Fees shall be payable in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year, commencing on the first such date to occur after the Closing Agreement Date, and on the Maturity Date of the Revolving Facilities; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after such Maturity Date the date on which the Revolving Commitments terminate shall be payable on written demand. Notwithstanding anything herein Any other fees payable to the contraryL/C Issuer pursuant to this paragraph shall be payable within 10 days after demand. All L/C Participation Fees and L/C Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Notwithstanding the foregoing, upon if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Revolving LendersLenders (in the case of L/C Participation Fees) or the L/C Issuer (in the case of L/C Fronting Fees), while any 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 Section 8.01(aSections 8.1(a), (eb), (h) or (f) existsi)), all then, so long as such Event of Default is continuing, L/C Participation Fees and L/C Fronting Fees, as applicable, shall accrue be calculated at a rate per annum equal to the applicable Default Rate. (iv) All fees referred to in this Section 2.09(b) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each applicable Lender its Pro Rata Share thereof.

L/C Fees. (i) The Borrower agrees to pay (i) to the Administrative Agent for the account of each U.S. the Revolving Lender Lenders a Letter of Credit fee with respect to its participations in (the outstanding U.S. Letters of Credit (a “U.S. L/C Participation Fee” and, collectively, the “U.S. L/C Fees”) which shall accrue in Dollars for each Letter of Credit, at a rate per annum equal to the Applicable Rate on Margin multiplied by the 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 under any U.S. Letter of Credit if such maximum amount increases periodically pursuant to the terms of such U.S. Letter of Credit, and (ii) to the L/C Issuer for its own account a fee (the “L/C Fronting Fee”), which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the L/C Issuer 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 Maturity Date date of termination of the Revolving Facilities Commitments and the date on which such Lender there ceases to have be any U.S. L/C Obligations; provided that any U.S. , as well as the L/C Fees otherwise payable for the account of a Defaulting Lender Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any U.S. 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 U.S. Revolving Lenders in accordance with the upward adjustments in their respective U.S. Revolving Percentages allocable to such U.S. Letter or processing 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 Exposure is not Cash Collateralized or otherwise participated to U.S. Revolving Lenders. (ii) The Borrower agrees to pay to the Administrative Agent for the account of 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 “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), 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 Exposure is not Cash Collateralized or otherwise participated to Multicurrency Revolving Lenders. (iii) drawings thereunder. Accrued L/C Participation Fees and L/C Fronting Fees shall be payable in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year, commencing on the first such date to occur after the Closing Date, and on the Maturity Date of the Revolving Facilities; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after such Maturity Date the date on which the Revolving Commitments terminate shall be payable on written demand. Notwithstanding anything herein Any other fees payable to the contraryL/C Issuer pursuant to this paragraph shall be payable within 10 days after demand. All L/C Participation Fees and L/C Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Notwithstanding the foregoing, upon the request of the Required Revolving Lenders, while any if an Event of Default under Section 8.01(a)has occurred and is continuing then, (e)so long as such Event of Default is continuing, or (f) exists, all L/C Participation Fees and L/C Fronting Fees, as applicable, shall accrue be calculated at a rate per annum equal to the applicable Default Rate. (iv) All fees referred to in this Section 2.09(b) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each applicable Lender its Pro Rata Share thereof.

L/C Fees. (i) The Borrower agrees to pay (i) to the Administrative Agent for the account of each U.S. Revolving Lender the Lenders a Letter of Credit fee with respect to its participations in (the outstanding U.S. Letters of Credit (a “U.S. L/C Participation Fee” and, collectively, the “U.S. L/C Fees”) which shall accrue in Dollars for each Letter of Credit, at a rate per annum equal to the Applicable Rate on Margin multiplied by the 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 under any U.S. Letter of Credit if such maximum amount increases periodically pursuant to the terms of such U.S. Letter of Credit, and (ii) to the L/C Issuer for its own account a fee (the “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 Maturity Date date of termination of the Revolving Facilities Commitments and the date on which such Lender there ceases to have be any U.S. L/C Obligations; provided that any U.S. , as well as the L/C Fees otherwise payable for the account of a Defaulting Lender Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any U.S. 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 U.S. Revolving Lenders in accordance with the upward adjustments in their respective U.S. Revolving Percentages allocable to such U.S. Letter or processing 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 Exposure is not Cash Collateralized or otherwise participated to U.S. Revolving Lenders. (ii) The Borrower agrees to pay to the Administrative Agent for the account of 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 “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), 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 Exposure is not Cash Collateralized or otherwise participated to Multicurrency Revolving Lenders. (iii) drawings thereunder. Accrued L/C Participation Fees and L/C Fronting Fees shall be payable in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year, commencing on the first such date to occur after the Closing Agreement Date, and on the Maturity Date of the Revolving Facilities; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after such Maturity Date the date on which the Commitments terminate shall be payable on written demand. Notwithstanding anything herein Any other fees payable to the contraryL/C Issuer pursuant to this paragraph shall be payable within ten days after demand. All L/C Participation Fees and L/C Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Notwithstanding the foregoing, upon the request of the Required Revolving Lenders, while any if an Event of Default under Section 8.01(a)has occurred and is continuing, (e)then, or (f) existsso long as such Event of Default is continuing, all L/C Participation Fees and L/C Fronting Fees, as applicable, shall accrue be calculated at a rate per annum equal to the applicable Default Rate. (iv) All fees referred to in this Section 2.09(b) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each applicable Lender its Pro Rata Share thereof.

L/C Fees. The Borrowers agree to pay (i) The Borrower agrees to pay to the Administrative Agent Agent, for the account of each U.S. the Revolving Lender Lenders, a Letter of Credit fee with respect to its participations in (the outstanding U.S. Letters of Credit (a “U.S. L/C Participation Fee” and, collectively, the “U.S. L/C Fees”) which shall accrue in Dollars for each Letter of Credit, at a rate per annum equal to the Applicable Rate on Margin multiplied by the average aggregate daily maximum amount then available to be drawn under all U.S. such Letter of Credit, and (ii) to each applicable L/C Issuer for its own account a fee (the “L/C Fronting Fee”), which shall accrue at the rate or rates per annum separately agreed upon between the Borrowers and such L/C Issuer on the average daily amount of the L/C Obligations attributable to Letters of Credit issued by such L/C Issuer (whether or not such maximum amount is then in effect under excluding any U.S. Letter of Credit if such maximum amount increases periodically pursuant portion thereof attributable to the terms of such U.S. Letter of Credit), unreimbursed L/C Disbursements) during the period from and including the Closing Date to but excluding the later of the Maturity Date date of termination of the Revolving Facilities Commitments and the date on which such Lender there ceases to have be any U.S. L/C Obligations; provided that any U.S. , as well as such L/C Fees otherwise payable for the account of a Defaulting Lender Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any U.S. 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 U.S. Revolving Lenders in accordance with the upward adjustments in their respective U.S. Revolving Percentages allocable to such U.S. Letter or processing 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 Exposure is not Cash Collateralized or otherwise participated to U.S. Revolving Lenders. (ii) The Borrower agrees to pay to the Administrative Agent for the account of 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 “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), 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 Exposure is not Cash Collateralized or otherwise participated to Multicurrency Revolving Lenders. (iii) drawings thereunder. Accrued L/C Participation Fees and L/C Fronting Fees shall be payable in arrears on the last Business Day day of each March, June, September and DecemberDecember of each year, commencing on the first such date to occur after the Closing Date, and on the Maturity Date of the Revolving Facilities; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after such Maturity Date the date on which the Revolving Commitments terminate shall be payable on written demand. Any other fees payable to any L/C Issuer pursuant to this paragraph shall be payable within ten (10) days after demand. All L/C Participation Fees and L/C Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Notwithstanding anything herein to the contraryforegoing, if an Event of Default has occurred and is continuing and the Administrative Agent, upon the request direction of the Required Revolving LendersLenders or any Initial Lender, while any so notifies the Lead 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 Section Sections 8.01(a), (e), f) or (fg)) existsthen, all so long as such Event of Default is continuing, past due L/C Participation Fees and L/C Fronting Fees, as applicable, shall accrue interest at a rate per annum equal to the applicable Default Rate. (iv) All fees referred to in this Section 2.09(b) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each applicable Lender its Pro Rata Share thereof.

L/C Fees. (i) The Borrower agrees to shall pay to the Administrative Agent for the account of each U.S. Revolving Revolver Lender in accordance with its Commitment Percentage (i) a Letter of Credit fee with respect to its participations in the outstanding U.S. Letters of Credit (a “U.S. for each commercial L/C Fee” and, collectively, the “U.S. L/C Fees”) which shall accrue at a rate equal to 1/8 of 1% per annum equal to times the Applicable Rate on Dollar Equivalent of the average aggregate actual daily maximum amount then available to be drawn under all U.S. Letters of Credit each such L/C, and (whether or not such maximum amount is then in effect under any U.S. Letter of Credit if such maximum amount increases periodically pursuant to the terms of such U.S. Letter of Credit), 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 U.S. ii) a fee for each standby L/C Obligationsequal to the Applicable Margin for LIBOREurocurrency Rate Loans times the Dollar Equivalent of the actual daily maximum amount available to be drawn under each such L/C; provided that provided, however, any U.S. L/C Fees otherwise payable for the account of a Defaulting Lender with respect to any U.S. Letter of Credit L/C as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to Section 2.3 shall be payable, to the maximum extent permitted by applicable Law, to the other U.S. Revolving Revolver Lenders in accordance with the upward adjustments in their respective U.S. Revolving Commitment Percentages allocable to such U.S. Letter of Credit L/C pursuant to Section 2.18(a)(iv3.15(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 Exposure is not Cash Collateralized or otherwise participated to U.S. Revolving Lenders. (ii) The Borrower agrees to pay to the Administrative Agent account. Such fee for the account of 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 “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), 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, due and payable to the applicable L/C Issuer for its own account to the extent its remaining Fronting Exposure is not Cash Collateralized or otherwise participated to Multicurrency Revolving Lenders. (iii) Accrued L/C Fees shall be payable quarterly in arrears on the last Business Day of each March, June, September and DecemberQuarterly Date, commencing on with the first such date to occur after the Closing Dateissuance of such L/C, and on the Maturity Date expiration date of such L/C. If there is any change in the Revolving Facilities; provided that Applicable Margin during any such fees accruing after such Maturity Date quarter, the actual daily amount of each standby L/C shall be payable on written demandcomputed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. Notwithstanding anything herein to the contrarycontrary contained herein, upon the request of the Required Revolving Revolver Lenders, while any Event of Default under Section 8.01(a), (e), or (f) exists, all the fees set forth herein with respect to L/C Fees Cs shall accrue at the applicable Default Rate. (iv) All fees referred to in this Section 2.09(b) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each applicable Lender its Pro Rata Share thereof.