Common use of LC Fees Clause in Contracts

LC Fees. The Borrower agrees to pay (i) to the Revolving Agent for the account of each Revolving Lender (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), which shall accrue at 0.25% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable customary fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower of each year, commencing on the first such date to occur after the Original Closing Date, and (ii) on the date on which the Revolving Commitments terminate. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within (10) Business Days after written demand therefor. All LC Participation Fees and 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).

LC Fees. The Borrower agrees to pay (i) to the Revolving Administrative Agent for the account of each Revolving Lender (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage Applicable Margin applicable to Eurodollar Loans under the Commitments then in clause (b)(ii) of the definition of “Applicable Margin” effect on the average actual daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that during any period during which default rate interest is applicable under Section 4.7(c), the percentage referred to in preceding clause (i) shall be the Applicable Margin applicable to Eurodollar Loans under the Commitments then in effect, plus 2% per annum, and (ii) to the each Issuing Bank a fronting fee (“Fronting Fee”)) with respect to each Letter of Credit issued by it for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, which shall accrue at 0.25an amount to be agreed but in any event not to exceed 0.125% on the average Dollar Equivalent of the actual daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable and customary fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower calendar quarter of each year, commencing on the first such date to occur after the Original Closing Effective Date, and (ii) on the date on which the Revolving Commitments terminateterminate and, if later, on the date upon which all Letters of Credit issued by such Issuing Bank have expired. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the an Issuing Bank pursuant to this paragraph shall be payable within (10) ten Business Days after written demand therefor. All LC Participation Fees and 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).

LC Fees. The Borrower agrees to (a) On the last day of each Fiscal Quarter following the date that any Letter of Credit is issued (or renewed or extended), Borrowers shall pay (i) to the Revolving Agent Agent, in arrears and for the account of each Revolving Lender the Lenders a letter of credit fee in an amount equal to (excluding any Defaulting LenderA) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate per annum equal to the percentage Applicable Margin in clause effect for LIBOR Rate Loans (b)(iiincluding the Default Rate if then in effect), times (B) the daily maximum amount available to be drawn under such Letter of the definition Credit (provided that no letter of “Applicable Margin” on the average daily amount credit fee shall accrue in favor of a Defaulting Lender so long as such Lender’s LC Exposure Lender shall be a Defaulting Lender and (excluding 2) except as otherwise provided in Section 1.9(a)(iii), any portion thereof attributable to Reimbursement Obligations) letter of credit fee accrued in favor of a Defaulting Lender during the period from and including prior to the Original Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which time such Lender ceases to have any LC Exposurebecame a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender), and (ii) directly to the Issuing Bank each LC Issuer for its own account a fronting fee (“Fronting Fee”), which shall accrue at 0.25% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement ObligationsA) during the period from and including the Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable customary fees with respect to each commercial Letter of Credit or any amendment of a commercial Letter of Credit increasing the issuanceamount of such Letter of Credit, amendment at a rate separately agreed between the Borrowers and the LC Issuer, computed on the amount of such commercial Letter of Credit or extension the amount of such increase, as applicable, and payable upon the issuance of such commercial Letter of Credit or effectiveness of such amendment, as applicable, and (B) with respect to each standby Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable quarterly in arrears on the last day of each Fiscal Quarter following the date that any Letter of Credit is issued (or renewed or extended), on its expiration date and thereafter on demand. In addition, the Borrowers shall pay directly to the LC Issuer for its own account the customary issuance, presentation, amendment and other processing of drawings thereunder. Accrued LC Participation Fees fees, and Fronting Fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter other standard costs and charges, of the Borrower LC Issuer relating to letters of each year, commencing credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on the first such date to occur after the Original Closing Date, demand and (ii) on the date on which the Revolving Commitments terminate. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within (10) Business Days after written demand therefor. All LC Participation Fees and 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)are nonrefundable.

LC Fees. Pre-Funded Letter of Credit Fees; Return on Aggregate Credit Linked Deposit. (a) The Borrower agrees to shall pay (i) to the Revolving Agent Agent, for the account of each the Lenders with Revolving Lender Loan Commitments (excluding any Defaulting Lenderor, if the Revolving Loan Commitments have terminated, Outstanding Revolving Loan Credit Exposure) a participation fee (“ratably in accordance with their respective Facility LC Participation Fee”) Pro Rata Shares, with respect to its participations issued and outstanding Facility LCs, a letter of credit fee at a per annum rate equal to the Applicable Margin for Revolving Loans that are Eurodollar Loans in Letters of Credit, which shall accrue effect from time to time on the maximum stated amount under such Facility LCs, with such fee to be payable in arrears on each Payment Date. No Lender with a Revolving Loan Commitment shall receive any such letter of credit fee until such time as the LC Obligations exceed the Aggregate Pre-Funded Letter of Credit Commitment then in effect and such letter of credit fee shall only be payable to such Lenders on the amount of the LC Obligations in excess of the Aggregate Pre-Funded Letter of Credit Commitment then in effect. The Borrower shall pay to the Agent, for the account of the Pre-Funded Lenders ratably in accordance with their respective Facility LC Pro Rata Shares, a fee at a per annum rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), which shall accrue at 0.25% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable customary fees with respect to the issuance, amendment or extension of any Aggregate Pre-Funded Letter of Credit or processing Commitment times the Pre-Funded Letter of drawings thereunderCredit Rate in effect from time to time, with such fee to be paid in arrears on each Payment Date. Accrued LC Participation Fees and Fronting Fees The foregoing fees shall be payable in arrears the manner described above regardless of whether or not a Conversion Event is then continuing. The Borrower shall also pay to the applicable LC Issuer for its own account (ix) on the last Business Day of each Fiscal Quarter of the Borrower of each year, commencing on the first such date Payment Date to occur after the Original Closing Dateissuance of a Facility LC issued by such LC Issuer, a fronting fee in an amount equal to 0.125% per annum times the face amount of such Facility LC, and (iiy) documentary and processing charges in connection with the issuance, amendment, cancellation, negotiation, transfer, or other Modification of and draws under Facility LCs in accordance with such LC Issuer's standard schedule for such charges as in effect from time to time. Each fee described in this Section 2.19.4, other than those paid to the Pre-Funded Lenders, shall constitute an "LC Fee". Each fee described in this Section 2.19.4 that is paid to the Pre-Funded Lenders shall constitute a "Pre-Funded Letter of Credit Fee". (b) The Agent shall invest the Aggregate Credit Linked Deposit from time to time in such a manner as is necessary to receive a return on such investment (the date on which "Pre-Funded Investment Earnings") equal to or greater than the Revolving Commitments terminatePre-Funded Letter of Credit LIBO Rate, as such rate may change from time to time. Any such fees accruing after the date on which the Revolving Commitments terminate The Pre-Funded Letter of Credit LIBO Rate shall be payable promptly calculated using a one-month interest period. Pre-Funded Lenders shall receive on written demand. Any other fees payable each Payment Date their Pre-Funded Letter of Credit Pro Rata Shares of the Pre-Funded Investment Earnings; provided, however, that, so long as no Default is then continuing, if on any Payment Date the aggregate amount of Pre-Funded Investment Earnings then available exceeds the return then required to be paid (as calculated using the applicable Pre-Funded Letter of Credit LIBO Rate) to the Issuing Bank pursuant Pre-Funded Lenders, the Agent shall remit to this paragraph the Borrower such excess. If on any Payment Date the return on investment then payable (as calculated using the applicable Pre-Funded Letter of Credit LIBO Rate) to the Pre-Funded Lenders exceeds the Pre-Funded Investment Earnings then available, the Borrower shall remit to the Agent on such Payment Date an amount equal to such deficiency. A Default shall occur if the Borrower does not remit to the Agent such amounts, if any, as are necessary to pay the Lenders with Credit Linked Deposits the investment return due and payable on any Payment Date. The Agent shall not be payable within liable for any loss (10including, without limitation, breakage amounts) Business Days after written demand therefor. All LC Participation Fees and Fronting Fees shall be computed on resulting from any investment of all or any portion of the basis Aggregate Credit Linked Deposit or any use of a year Pre-Funded Investment Earnings to make any payment to the Pre-Funded Lenders hereunder unless the Agent is grossly negligent or has engaged in willful misconduct in connection with the investment of 360 days and shall be payable for all or the actual number applicable portion of days elapsed (including the first day but excluding the last day)Aggregate Credit Linked Deposit.

LC Fees. The Borrower agrees to pay (i) to the Revolving Administrative Agent for the account of each Revolving Lender (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of CreditLCs, which shall accrue from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” 1.0% per annum on the average daily amount of such Lender’s 's LC Exposure (excluding any portion thereof attributable to Reimbursement Obligationsunreimbursed LC Disbursements) during the period from and including the Original Closing Date to but excluding the later of the date on which such Lender’s 's Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing LC Bank a fronting fee (“Fronting Fee”)fee, which shall accrue at 0.25% the rate or rates per annum separately agreed upon between the Borrower and the LC Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligationsunreimbursed LC Disbursements) during the period from and including the Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing LC Bank’s reasonable customary standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit LC or processing of drawings thereunder. Accrued LC Participation Fees fees and Fronting Fees fronting fees accrued through and including each Quarterly Date shall be payable in arrears (i) on the last third Business Day of each Fiscal Quarter of the Borrower of each yearfollowing such Quarterly Date, commencing on the first such date to occur after the Original Closing Date, and (ii) ; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate. Any terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the Issuing LC Bank pursuant to this paragraph shall be payable within (10) Business Days 10 days after written demand therefordemand. All LC Participation Fees participation fees and Fronting Fees 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).

LC Fees. The Borrower agrees to pay (i) to the Revolving Administrative Agent in Dollars for the account of each Revolving Lender (excluding other than any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” Margin for Eurodollar Rate Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligationsunreimbursed LC Disbursements) during the period from and including the Original Initial Closing Date to but excluding and including the later of the date on which such Lender’s Revolving Loan Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Bank in Dollars a fronting fee (“Fronting Fee”)fee, which shall accrue at 0.25a rate equal to 0.125% per annum (or such lower rate as agreed between the Borrower and the relevant Issuing Bank) on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to Reimbursement Obligationsunreimbursed LC Disbursements) during the period from and including the Original Initial Closing Date to but excluding and including the later of the date of termination of the Revolving Loan Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing Bank’s reasonable customary standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees fees and Fronting Fees fronting fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower of each year, commencing on the first such date to occur after the Original Initial Closing Date, and (ii) ; provided that all such fees shall be payable on the date on which the Revolving Loan Commitments terminate. Any terminate and any such fees accruing after the date on which the Revolving Loan Commitments terminate shall be payable promptly on written demand. Any other fees payable to the an Issuing Bank pursuant to this paragraph clause (b) shall be payable within (10) Business Days 10 days after written demand therefordemand. All LC Participation Fees participation fees and Fronting Fees 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).

LC Fees. The Borrower agrees to pay (i) to the Revolving Administrative Agent in Dollars for the account of each Revolving Lender (excluding other than any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” Margin for Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligationsunreimbursed LC Disbursements) during the period from and including the Original Closing Date to but excluding and including the later of the date on which such Lender’s Revolving Loan Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Bank in Dollars a fronting fee (“Fronting Fee”)fee, which shall accrue at 0.25a rate equal to 0.125% per annum (or such lower rate as agreed between the Borrower and the relevant Issuing Bank) on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to Reimbursement Obligationsunreimbursed LC Disbursements) during the period from and including the Original Closing Date to but excluding and including the later of the date of termination of the Revolving Loan Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing Bank’s reasonable customary standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees fees and Fronting Fees fronting fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower of each year, commencing on the first such date to occur after the Original Closing Date, and (ii) ; provided that all such fees shall be payable on the date on which the Revolving Loan Commitments terminate. Any terminate and any such fees accruing after the date on which the Revolving Loan Commitments terminate shall be payable promptly on written demand. Any other fees payable to the an Issuing Bank pursuant to this paragraph clause (b) shall be payable within (10) Business Days 10 days after written demand therefordemand. All LC Participation Fees participation fees and Fronting Fees 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).

LC Fees. (a) The Borrower agrees to shall pay (i) to the Revolving Agent Agent, for the account of the Lenders ratably in accordance with their respective Pro Rata Shares, a fee on each Revolving Lender Standby Facility LC at a per annum rate equal to the Applicable Fee Rate in the Pricing Schedule attached hereto (excluding any Defaulting Lenderdepending upon whether such Standby Facility LC is a financial or a performance Facility LC, to be determined by the Issuer, after the issuance of which Facility LC the Issuer shall notify the Lenders of such determination) multiplied times the outstanding amount of such Standby Facility LC available for drawing, such fee to be payable in quarterly arrears to the Agent for the ratable benefit of the Lenders (including the Issuer), plus (without duplication of the fees provided for in connection with the Fronting Fee (as defined below)), documentation and processing charges and other standard costs of issuance (such fee an "LC Fee"). The Borrower shall also pay to the Agent to be distributed to the Issuer on a quarterly basis (x) a participation fronting fee (“LC Participation the "Fronting Fee”") calculated from the issuance date to the expiry date (including any extension or modification), and equal to .125% per annum multiplied times the face amount of such Standby Facility LC, and (y) documentary and processing charges in connection with respect to its participations the issuance or Modification of and draws under Facility LCs in Letters of Credit, which shall accrue accordance with the Issuer's standard schedule for such charges as in effect from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), which shall accrue at 0.25% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable customary fees with respect to the issuance, amendment amendment, cancellation, negotiation or extension transfer of any each Letter of Credit or processing and each drawing made thereunder. (b) The Borrower shall pay to the Agent, for the account of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall the Lenders, ratably in accordance with their respective Pro Rata Shares, a fee on each Commercial Facility LC, at a per annum rate equal to the Applicable Margin in the Pricing Schedule attached hereto multiplied by the face amount of such Commercial Facility LC, such fee to be payable quarterly in arrears (i) on to the last Business Day of each Fiscal Quarter Agent for the ratable benefit of the Lenders (including the Issuer), plus (without duplication of the fees provided for in connection with the Commercial Fronting Fee (as defined below)), documentation and processing charges and other standard costs of issuance (such fee a "Commercial LC Fee"). The Borrower of each year, commencing shall also pay to the Agent to be distributed to the Issuer on a quarterly basis (x) a fronting fee (the first such "Commercial Fronting Fee") calculated from the issuance date to occur after the Original Closing Dateexpiry date (including any extension or modification) and equal to .125% per annum multiplied by the face amount of such Commercial Facility LC, and (iiy) on documentary and processing charges in connection with the date on which issuance of Modification of and draws under Facility LCs in accordance with the Revolving Commitments terminate. Any Issuer's standard schedule for such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable charges as in effect from time to time with respect to the Issuing Bank pursuant to this paragraph shall be payable within (10) Business Days after written demand therefor. All LC Participation Fees issuance, amendment, cancellation, negotiation or transfer of each Letter of Credit and 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)each drawing made thereunder.

LC Fees. The Borrower agrees to pay (i) to the Revolving Administrative Agent for the account of each Revolving Lender (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage Applicable Margin applicable to Tranche Rate Loans under the Commitments then in clause (b)(ii) of the definition of “Applicable Margin” effect on the average actual daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that during any period during which default rate interest is applicable under Section 4.7(c), the percentage referred to in preceding clause (i) shall be the Applicable Margin applicable to Tranche Rate Loans under the Commitments then in effect, plus 2% per annum, and (ii) to the each Issuing Bank a fronting fee (“Fronting Fee”)) with respect to each Letter of Credit issued by it for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, which shall accrue at 0.25an amount to be agreed but in any event not to exceed 0.125% on the average Dollar Equivalent of the actual daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable and customary fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower calendar quarter of each year, commencing on the first such date to occur after the Original Closing Effective Date, and (ii) on the date on which the Revolving Commitments terminateterminate and, if later, on the date upon which all Letters of Credit issued by such Issuing Bank have expired. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the an Issuing Bank pursuant to this paragraph shall be payable within (10) ten Business Days after written demand therefor. All LC Participation Fees and 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).

LC Fees. The Borrower agrees to pay (ia) to the Revolving Agent In consideration for the account Payee procuring the issuances of each Revolving Lender (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in the Letters of Credit, which the Payer shall pay the Payee a fee (the “LC Fee”) on the Payee Deposit. The LC Fee shall be payable in Dollars on the applicable Fee Payment Date and shall accrue from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period Payee Deposit from and including the Original date of this Agreement to, but excluding, the LC Release Date. On the HN\1118344.20 Closing Date to but excluding Date, the later of Payer shall designate whether the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), which Fee shall accrue at 0.25% on the average daily amount Adjusted LIBO Rate plus the Applicable Rate or the Alternate Base Rate plus the Applicable Rate; provided that, for purposes of calculating the LC Exposure (excluding any portion thereof attributable Fee, the Payer may, at its option, elect to Reimbursement Obligations) during allocate the period from Payee Deposit to one or more tranches and including elect to have the Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable customary fees with respect Fee computed for each tranche by reference to the issuanceAdjusted LIBO Rate (each such tranche calculated by reference to the Adjusted LIBO Rate, amendment a “Eurodollar Tranche”) or extension of any Letter of Credit or processing of drawings thereunderthe Alternate Base Rate (each such Trance calculated by reference to the Alternate Base Rate, an “ABR Tranche” and together with the Eurodollar Tranche, the “Tranches” and each, a “Tranche”). Accrued The LC Participation Fees and Fronting Fees Fee on each Eurodollar Tranche shall be payable in arrears a Dollar amount equal to a rate per annum (i) on the last Business Day of each Fiscal Quarter of the Borrower of each year, commencing on the first such date to occur after the Original Closing Date, and (ii) on the date on which the Revolving Commitments terminate. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within (10) Business Days after written demand therefor. All LC Participation Fees and 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 over a year of 360 days), for the applicable Fee Period in respect of such Eurodollar Tranche, equal to the Adjusted LIBO Rate plus the Applicable Rate on the Dollar equivalent of the average Payee Deposits comprising such Eurodollar Tranche (including calculated by reference to the first day but excluding Fixed Exchange Rate). The LC Fee on each ABR Tranche shall be a Dollar amount equal to a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be), for the applicable Fee Period in respect of such ABR Tranche, equal to the Alternate Base Rate plus the Applicable Rate on the Dollar equivalent of the average Payee Deposit comprising such ABR Tranche (calculated by reference to the Fixed Exchange Rate). In order to allocate the Payee Deposit to one or more Tranches on the Closing Date for purposes of calculating the LC Fee, the Payer shall notify the Payee of such Allocation Request on or prior to the Closing Date by telephone. Such telephonic Allocation Request shall be irrevocable, and shall be confirmed promptly by hand delivery or fax to the Payee of a written Allocation Request and shall specify the following information: (i) whether such Allocation is to be a Eurodollar Tranche or an ABR Tranche (provided that, until the Payee shall have notified the Payer that the primary syndication of the Term B Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 30 days after the Closing Date), the Payer shall not be permitted to request a Eurodollar Tranche with a Fee Period in excess of one month); (ii) the amount of the Payee Deposit that shall be Allocated to the applicable Tranche; and (iii) if such Allocation is to be a Eurodollar Tranche, the Fee Period with respect thereto. (b) The Payer shall have the right at any time upon prior irrevocable notice to the Payee (a) not later than 12:00 (noon), New York City time, one Business Day prior to conversion, to convert any Eurodollar Tranche into an ABR Tranche, (b) not later than 12:00 (noon), New York City time, three Business Days prior to conversion or continuation, to convert any ABR Tranche into a Eurodollar Tranche or to continue any Eurodollar Tranche as a Eurodollar Tranche for an additional Fee Period, and (c) not later than 12:00 (noon), New York City time, three Business Days prior to conversion, to convert the Fee Period with respect to any Eurodollar Tranche to another permissible Fee Period, subject in each case to the following: (i) unless the administrative agent under the Term B Credit Agreement shall have notified the Payee that the primary syndication of the Term B Commitments and/or the Term B Loans has been completed (which notice shall be given as promptly as practicable), no ABR Tranche may be converted into a Eurodollar Tranche with a Fee Period in excess of one month prior to the date that is 30 days after the Closing Date; HN\1118344.20 (ii) if less than all the amount of the Payee Deposit in a Tranche shall be converted or continued, then the amount of any Payee Deposit comprising each resulting Tranche shall be in an integral multiple of $1,000,000 and not less than $5,000,000; (iii) if any Eurodollar Tranche is converted at a time other than the end of the Fee Period applicable thereto, the Payer shall pay, upon demand, any amounts due to the Payee to indemnify the Payee against any loss or expense that the Payee actually sustains or incurs as a consequence of (a) any event, other than a default by the Payee in the performance of its obligations hereunder, which results in (i) the Payee receiving or being deemed to receive any amount on account of the conversion of any Eurodollar Tranche occurring prior to the end of the Fee Period in effect therefor or (ii) the conversion of any Eurodollar Tranche to an ABR Tranche, or the conversion of the Fee Period with respect to any Eurodollar Tranche, in each case other than on the last dayday of the Fee Period in effect therefor (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess of (i) its cost of obtaining funds for the portion of the Payee Deposit that constitutes the Eurodollar Tranche that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Fee Period in effect (or that would have been in effect) for such Eurodollar Tranche over (ii) the amount of interest realized by the Payee in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which the Payee is entitled to receive pursuant to this Section 2.03 shall be delivered to the Payer and shall be conclusive absent manifest error; (iv) no Tranche may be converted into, or continued as, a Eurodollar Tranche within one month of the LC Release Date; and (v) upon notice to the Payer from the Payee and/or the Collateral Agent, after the occurrence and during the continuance of an Event of Default, no Tranche may be converted into, or continued as, a Eurodollar Tranche. Each notice pursuant to this Section 2.03(b) shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Tranche that the Payer requests be converted or continued, (ii) whether such Tranche is to be converted to or continued as a Eurodollar Tranche or an ABR Tranche, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Tranche is to be converted to or continued as a Eurodollar Tranche, the Fee Period with respect thereto. If no Fee Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Tranche, the Payee shall be deemed to have selected a Fee Period of one month’s duration. If the Payee shall not have given notice in accordance with this Section 2.03(b) to continue any Tranche into a subsequent Fee Period (and shall not otherwise have given notice in accordance with this Section 2.03(b) to convert such Tranche), such Tranche shall, at the end of the Fee Period applicable thereto automatically be converted to an ABR Tranche. (c) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Fee Period for any calculation of the LC Fee on a Eurodollar Tranche, the HN\1118344.20 Collateral Agent shall have determined that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Collateral Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Payer and the Payee. In the event of any such determination, until the Collateral Agent shall have advised Payer and the Payee that the circumstances giving rise to such notice no longer exist, any request by the Payee for a LC Fee based on reference to the Adjusted LIBO Rate pursuant to this Section 2.03 shall be deemed to be a request for an election that the LC Fee be calculated based on reference to the Alternate Base Rate. Each determination by the Collateral Agent under this Section 2.03 shall be conclusive absent manifest error. (d) Any reduction in the Payee Deposit will be deemed to first reduce all ABR Tranches before reducing a LIBOR Tranches.

LC Fees. The Borrower agrees to pay (i) to the Revolving Administrative Agent in Dollars for the account of each Revolving Lender (excluding other than any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” Margin for Eurodollar Rate Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligationsunreimbursed LC Disbursements) during the period from and including the Original Initial Closing Date to but excluding and including the later of the date on which such Lender’s Revolving Loan Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the each Issuing Bank in Dollars a fronting fee (“Fronting Fee”)fee, which shall accrue at 0.25a rate equal to 0.125% per annum (or such lower rate as agreed between the Borrower and the relevant Issuing Bank) on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to Reimbursement Obligationsunreimbursed LC Disbursements) during the period from and including the Original Initial Closing Date to but excluding and including the later of the date of termination of the Revolving Loan Commitments and the date on which there ceases to be any LC Exposure, as well as the such Issuing Bank’s reasonable customary standard fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees fees and Fronting Fees fronting fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower of each year, commencing on the first such date to occur after the Original Initial Closing Date, and (ii) ; provided that all such fees shall be payable on the date on which the Revolving Loan Commitments terminate. Any terminate and any such fees accruing after the date on which the Revolving Loan Commitments terminate shall be payable promptly on written demand. Any other fees payable to the an Issuing Bank pursuant to this paragraph clause (b) shall be payable within (10) Business Days 10 days after written demand therefordemand. All LC Participation Fees participation fees and Fronting Fees 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).

LC Fees. The Borrower agrees to pay (i) to the Revolving Administrative Agent for the account of each Revolving Lender (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage Applicable Margin applicable to Eurodollar Loans under the Commitments then in clause (b)(ii) of the definition of “Applicable Margin” effect on the average actual daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that during any period during which default rate interest is applicable under Section 4.7(c), the percentage referred to in preceding clause (i) shall be the Applicable Margin applicable to Eurodollar Loans under the Commitments then in effect, plus 2% per annum, and (ii) to the each Issuing Bank a fronting fee (“Fronting Fee”)) with respect to each Letter of Credit issued by it for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, which shall accrue at 0.25an amount to be agreed but in any event not to exceed 0.125% on the average Dollar Equivalent of the actual daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable and customary fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower calendar quarter of each year, commencing on the first such date to occur after the Original Closing Effective Date, and (ii) on the date on which the Revolving Commitments terminateterminate and, if later, on the date upon which all Letters of Credit issued by such Issuing Bank have expired. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the an Issuing Bank pursuant to this paragraph shall be payable within (10) ten Business Days after written demand therefor. All LC Participation Fees and Fronting Fees shall be AMERICAS 94977503 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).

LC Fees. The Borrower agrees to shall pay (i) to the Revolving Administrative Agent for the account of each Revolving Lender the Lenders ratably in accordance with their respective Percentage Shares: (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”i) with respect to its participations each standby Facility LC, a letter of credit fee computed at a per annum rate equal to the Applicable Margin for Eurodollar Loans in Letters of Credit, which shall accrue effect from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” on the average daily undrawn stated amount of under such Lender’s LC Exposure (excluding any portion thereof attributable standby Facility LC, such fee to Reimbursement Obligations) during the period from and including the Original Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), which shall accrue at 0.25% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable customary fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on each Payment Date and on the last Business Day of each Fiscal Quarter of the Borrower of each year, commencing on the first such date to occur after the Original Closing Facility Termination Date, and (ii) with respect to each Facility LC which is not a standby Facility LC, a letter of credit fee computed at a per annum rate equal to 75% of the Applicable Margin for Eurodollar Loans in effect from time to time on the date average daily undrawn stated amount under such Facility LC, such fee to be payable in arrears on which each Payment Date and on the Revolving Commitments terminate. Any such Facility Termination Date; provided, however, that during the continuance of a Default, fees accruing payable pursuant to (i) and (ii) above shall be increased by 2% per annum and, provided further, that the letter of credit fees payable on account of Letters of Credit outstanding on the Effective Date shall be pro rated and that portion thereof accrued prior to the Effective Date shall be paid to the Administrative Agent for distribution to those of the Lenders who were lenders under the Existing Credit Agreement at the applicable rate set forth in the Existing Credit Agreement and that portion thereof accrued from and after the date on which the Revolving Commitments terminate Effective Date shall be payable promptly on written demand. Any other fees payable paid to the Issuing Bank pursuant Administrative Agent for distribution to this paragraph the Lenders hereunder at the applicable rate hereunder. The Borrower shall also pay to the LC Issuer for its own account (1) at the time of issuance of each Facility LC and at the effective date of any extension thereof, a fronting fee in such amount as may be payable within agreed to by the LC Issuer and the Borrower, and (102) Business Days after written demand therefor. All documentary and processing charges in connection with the issuance or Modification of and draws under Facility LCs in accordance with the LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable Issuer's standard schedule for the actual number of days elapsed (including the first day but excluding the last day)such charges as in effect from time to time.

LC Fees. The Borrower agrees to pay (i) to the Revolving Agent for the account of each Revolving Lender (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage in clause (b)(ii) of the definition of “Applicable Margin” on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (“Fronting Fee”), which shall accrue at 0.25% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable customary fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower of each year, commencing on the first such date to occur after the Original Closing Date, and (ii) on the date on which the Revolving Commitments terminate. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within (10) Business Days after written demand therefor. All LC Participation Fees and 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).

LC Fees. The Borrower agrees to pay (i) to the Revolving Administrative Agent for the account of each Revolving Lender (excluding any Defaulting Lender) a participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue from time to time at a rate equal to the percentage Applicable Margin applicable to EurodollarTranche Rate Loans under the Commitments then in clause (b)(ii) of the definition of “Applicable Margin” effect on the average actual daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that during any period during which default rate interest is applicable under Section 4.7(c), the percentage referred to in preceding clause (i) shall be the Applicable Margin applicable to EurodollarTranche Rate Loans under the Commitments then in effect, plus 2% per annum, and (ii) to the each Issuing Bank a fronting fee (“Fronting Fee”)) with respect to each Letter of Credit issued by it for the period from the date of issuance of such Letter of Credit to the termination date of such Letter of Credit, which shall accrue at 0.25an amount to be agreed but in any event not to exceed 0.125% on the average Dollar Equivalent of the actual daily amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Original Closing Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s reasonable and customary fees with respect to the issuance, amendment amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the last Business Day of each Fiscal Quarter of the Borrower calendar quarter of each year, commencing on the first such date to occur after the Original Closing Effective Date, and (ii) on the date on which the Revolving Commitments terminateterminate and, if later, on the date upon which all Letters of Credit issued by such Issuing Bank have expired. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable promptly on written demand. Any other fees payable to the an Issuing Bank pursuant to this paragraph shall be payable within (10) ten Business Days after written demand therefor. All LC Participation Fees and 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).