Common use of Letter of Credit Fee Clause in Contracts

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to pay to Agent During the Term and thereafter for the ratable benefit of the Revolving Lenders, so long as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain be outstanding, each Borrower shall pay to Administrative Agent, for the account of the Lenders in proportion to their interests in respect of issued and undrawn Letters of Credit issued for the account of such Borrower, a fee (the a “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by at a rate per annum rate equal to the Applicable Margin with respect to Revolving Loans on the daily average of such issued and undrawn Letters of Credit, which are LIBOR Rate Loansfee shall be payable, in arrears, on each January 1, April 1, July 1 and October 1 during the Term and for so long as any Letter of Credit shall be outstanding; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists provided that (or automatically while i) any time and so long as an Event of Default under pursuant to Section 8.1(a), 8.1(f6.3(a) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Borrower) or Section 6.1(a) exists; and (ii) upon the written request of the Majority Lenders at any time and so long as any other Borrower Event of Default (with respect to such Borrower) or Guarantor Event of Default exists, the Letter of Credit and in respect of Fee for such Borrower shall be increased to a rate per annum equal to the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Applicable Margin plus 2.000%. The Letter of Credit or otherwise Fee shall be payable pursuant in Yen. Notwithstanding the foregoing, however, no Letter of Credit Fee shall be payable on the available amount of any Letter of Credit to the application and related documentation under which extent that such Letter of Credit has been cash collateralized as a result of the provisions of Section 6.7 or 9.15(b) hereof. Notwithstanding the foregoing or any other provision of this Agreement, no Loan Party shall be required to pay a Letter of Credit Fee to any Lender for any day on which such Lender is Issued.a Defaulting Lender

Letter of Credit Fee. The applicable Borrower agrees to shall pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (ia) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin on the Maximum Drawing Amount of the Letters of Credit (other than Performance Letters of Credit), in Dollars, to the Administrative Agent for the account of the Lenders, to be shared pro rata by the Lenders in accordance with respect their respective Commitment Percentages and (b) a fee equal to Revolving Loans which are LIBOR Rate Loansone-half of the Applicable Margin on the Maximum Drawing Amount of the Performance Letters of Credit (the “Performance Letter of Credit Fee”, collectively with the Letter of Credit Fee, the “Letter of Credit Fees”) to the Administrative Agent for the account of the Lenders, to be shared pro rata by the Lenders in accordance with their respective Commitment Percentages; provided, however, at Agent’s or Required Revolving Lenders’ option, while any Letter of Credit Fees otherwise payable for the account of a Specified Event Defaulting Lender with respect to any Letter of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), Credit as to which such rate Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank pursuant to this §4.10 shall be increased payable, to the maximum extent permitted by two percent (2.00%) per annum. Such fee shall be paid applicable Law, to Agent for the benefit of the Revolving other Lenders in arrears, on accordance with the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer upward adjustments in respect of fronting risk with respect their respective Commitment Percentages allocable to such Letter of Credit pursuant to §5.14.1(d), with the balance of such fee, if any, payable to the Issuing Bank for its own account. The Letter of Credit Fees shall be payable quarterly in arrears on the first day following the end of each calendar quarter for the quarter just ended, with the first such payment commencing on the first such date following the date hereof, and in respect on the Loan Maturity Date. In addition, an issuing fee (the “Issuance Fee”) equal to one eighth percent (1/8%) of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, Maximum Drawing Amount with respect to each Letter of Credit or otherwise shall be payable pursuant by the applicable Borrower to the application Issuing Bank for its account and related documentation under which such Letter the applicable Borrower shall pay to the Issuing Bank any amendment, negotiation or document examination and other administrative fees charged by the Issuing Bank in connection with Letters of Credit is Issuedas in effect from time to time.

Letter of Credit Fee. The Borrower agrees to pay to Administrative Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Administrative Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Administrative Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all outstanding Letters of Credit IssuedCredit, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Eurodollar Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Administrative Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter (commencing January 1, 2021 (subject to Section 2.15(d))) and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Administrative Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued, in each case to the extent such L/C Issuer or prospective L/C Issuer is charging such amounts to similarly situated borrowers.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving LendersLenders or, as the case may be, the applicable L/C Issuer, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable and documented out-of-pocket costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, (ii) a fronting fee equal to 0.125% per annum times the average daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements (determined as of the close of business on any date of determination), payable quarterly in arrears and (iiiii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ optionwritten election, while a any Specified Event of Default exists has occurred and is continuing (or automatically while an Event of Default under (x) Section 8.1(a), 8.1(f7.1(a) has occurred and is continuing or (y) Section 7.1(f) or 8.1(g7.1(g) existshas occurred and is continuing with respect to the Borrower), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders quarterly in arrears, on the first day Business Day after the end of each calendar quarter quarter, commencing with the first such date to occur after the Closing Date, and on the date on which all L/C Reimbursement Obligations have been discharged. The Letter of Credit Fee shall be computed on the basis of a 360-day year and actual days elapsed. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Original Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable and documented out-of-pocket costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Original Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Original Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a7.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Original Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Subject to Sections 2.15, the Borrower agrees to Party that is the applicant for a Letter of Credit shall pay to Administrative Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstandingCommitted Lender in accordance with its Repayment Percentage, a fee (the “Letter of Credit Fee”) in an amount for each such Letter of Credit equal to the product of the daily undrawn face amount of all Applicable Margin for Letters of Credit Issuedper annum times the daily amount available to be drawn under each such Letter of Credit; provided, guarantied however that any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral or supported other credit support arrangements satisfactory to the Letter of Credit Issuer pursuant to Section 2.08 shall be payable, to the maximum extent permitted by risk participation agreements applicable law, to the other Committed Lenders in accordance with their respective Repayment Percentages (without giving effect to the Letter of Credit Liability held by each Defaulting Lender), with the balance of such fee, if any, payable to the Letter of Credit Issuer for its own account. Such fee shall be: (i) due and payable in quarterly installments in arrears on the first Business Day of each calendar quarter for the preceding calendar quarter, commencing on the first such date to occur after the issuance of any Letter of Credit, on the Maturity Date, and thereafter (if applicable) on demand; and (ii) computed quarterly in arrears. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.05. If there is any change in the Applicable Margin for Letters of Credit during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Margin for Letters of Credit separately for each period during such quarter that such Applicable Margin for Letters of Credit was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, such fee shall accrue at a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event for Letters of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by Credit plus two percent (2.002%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to shall pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”in each case, a "LETTER OF CREDIT FEE") in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists Administrative Agent (or automatically while an Event of Default under Section 8.1(a), 8.1(fa) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders quarterly in arrears, arrears on the first day of each calendar fiscal quarter of the Borrower for the immediately preceding fiscal quarter of the Borrower, in respect of each standby Letter of Credit, an amount equal to the Applicable Margin per annum with respect to Standby Letter of Credit Fees MULTIPLIED BY the result of (i) the average daily face amount of such standby Letter of Credit during such period, MULTIPLIED BY the number of days such standby Letter of Credit is outstanding and DIVIDED BY (ii) three hundred and sixty (360) (a "STANDBY LETTER OF CREDIT FEE"), and (b) quarterly in arrears on the date on first day of each fiscal quarter of the Borrower for the immediately preceding fiscal quarter of the Borrower, in respect of each documentary Letter of Credit, an amount equal to the Applicable Margin per annum with respect to documentary Letter of Credit Fees MULTIPLIED BY the result of (i) the average daily face amount of such documentary Letter of Credit during such period, MULTIPLIED BY the number of days such documentary Letter of Credit is outstanding, DIVIDED BY (B) three hundred and sixty (360) (a "DOCUMENTARY LETTER OF CREDIT FEE"), in each case which all L/C Reimbursement Obligations have been dischargedLetter of Credit Fee shall be for the accounts of the Lenders in accordance with their respective Commitment Percentages. In additionrespect of each Letter of Credit, the Borrower shall also pay to any L/C Issuer the Issuing Lender for the Issuing Lender's own account, at such other time or any prospective L/C Issuertimes as such charges are customarily made by the Issuing Lender, as appropriatethe Issuing Lender's customary fronting, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptanceissuance, amendment, transfer negotiation or document examination and payment of, each Letter of Credit or otherwise payable pursuant other administrative fees as in effect from time to the application and related documentation under which such Letter of Credit is Issuedtime.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, Obligations incurred hereunder and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of (x) the average daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by (y) a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, that at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a8.01(a), 8.1(f(f) or 8.1(g(g) exists), such rate shall be increased by two percent (2.00%) % per annum. Such fee The Letter of Credit Fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on July 1, 2014, on the first day Business Day of each calendar quarter and thereafter, and, without duplication, on the date on which all L/C Reimbursement Obligations have been discharged. In addition, but without duplication of the Borrower costs and expenses payable by Borrowers pursuant to clause (i) above, Borrowers shall pay to any L/C Issuer Agent or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer expenses, in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay (A) to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter Fiscal Quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum, and (B) to the L/C Issuer with respect to each Letter of Credit, (x) a fronting fee which shall accrue at a rate equal to 0.25% per annum on the average daily undrawn face amount applicable to such Letter of Credit during the period from and including the date such Letter of Credit is issued to but excluding the later of the date of termination of the Revolving Loan Commitments and the date on which there ceases to be any undrawn face amount with respect to such Letter of Credit or (y) such other lower fronting fee as the applicable L/C Issuer may agree with respect to Letters of Credit issued by such L/C Issuer. Such fee fees shall be paid to Agent for the benefit of the Revolving Lenders and to the L/C Issuer, as applicable, in arrears, on the first day last Business Day of each calendar quarter Fiscal Quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower Borrowers shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The Parent Borrower agrees to pay to the Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain have been outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product (without duplication) of the average daily undrawn face amount available balance of all Letters of Credit Issued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which that are LIBOR Rate Term SOFR Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to the Agent for the benefit of the Revolving Lenders in arrears, on (x) the first day last Business Day of each calendar quarter March, June, September and December and (y) on the Revolving Termination Date (for the period ended on such date on for which all L/C Reimbursement Obligations have no payment has been dischargedreceived pursuant to clause (x) above). In addition, the Parent Borrower shall pay to any the applicable L/C Issuer or any prospective L/C Issuer(i) quarterly, as appropriate, on demand, a fronting fee equal to 0.125% of the aggregate available balance of each outstanding Letter of Credit and (ii) such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to pay to Agent for shall, on the ratable benefit first day of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstandingfor the immediately preceding calendar quarter, pay to the Administrative Agent, in Dollars, a fee (the “Letter of Credit Fee”) in an amount for each Letter of Credit issued, extended or renewed during such calendar quarter by the applicable Issuing Bank at a rate per annum equal to (a) with respect to each standby Letter of Credit, the product of the daily undrawn face amount of all Applicable Margin for standby Letters of Credit Issuedin effect from time to time and (b) with respect to documentary Letters of Credit, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect for documentary Letters of Credit in effect from time to Revolving Loans which are LIBOR Rate Loanstime, in each case, on the Maximum Drawing Amount of such Letter of Credit for the period such Letter of Credit is outstanding. The Administrative Agent shall, in turn, remit to each Lender (including Bank of America) such Lender’s Commitment Percentage of the Letter of Credit Fee; provided, however, at Agent’s or Required Revolving Lenders’ optionthat any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Bank pursuant to this §3 shall be payable, while a Specified Event to the maximum extent permitted by applicable law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable to such Letter of Default exists (or automatically while an Event of Default under Section 8.1(aCredit pursuant to §4.16(a)(iv), 8.1(f) or 8.1(g) exists)with the balance of such fee, if any, payable to such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent Issuing Bank for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been dischargedits own account. In addition, in respect of each Letter of Credit, the Borrower shall pay to any L/C Issuer the applicable Issuing Bank for its own account (i) quarterly in arrears on the last day of each calendar quarter, a fronting fee as set forth in the Fee Letter or any prospective L/C Issueras otherwise agreed between the Borrower and the applicable Issuing Bank, and, (ii) at such other time or times as appropriate, on demandsuch charges are customarily made by such Issuing Bank, such L/C Issuer’s or prospective L/C IssuerIssuing Bank’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptanceissuance, amendment, transfer negotiation or document examination and payment of, each Letter of Credit or otherwise payable pursuant other administrative fees as in effect from time to the application and related documentation under which such Letter of Credit is Issuedtime.

Letter of Credit Fee. The Borrower agrees to pay to the Revolver Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to the Revolver Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by the Revolver Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or that automatically while an any Event of Default under Section 8.1(aSections 7.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to the Revolver Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to the Revolver Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing ratesrates (including without limitation a fronting fee), without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. (a) The Borrower agrees to pay to Agent for Borrowers shall, on the ratable benefit date of the Revolving Lenders, as compensation to such Lenders for issuance or any extension or renewal of any Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent at such other time or Lenders hereunder or fees otherwise paid times as such charges are customarily made by the BorrowerIssuing Bank, all reasonable costs pay a fee (in each case, a "Letter of Credit Fee") to the Issuing Bank (a) annually in advance (with the first such payment due upon the issuance thereof and expenses incurred by Agent or any Lender thereafter on account of each successive anniversary that such Letter of Credit Obligationsis outstanding) in respect of each standby Letter of Credit, an amount equal to the Applicable Margin for LIBOR Rate Loans then in effect per annum multiplied by the Maximum Drawing Amount of such standby Letter of Credit plus (i) the Issuing Bank's customary issuance fee, and (ii) a fronting fee to the Issuing Bank equal to one-quarter of one percent (0.25%) per annum on the Maximum Drawing Amount of such standby Letter of Credit; and (b) in respect of each documentary Letter of Credit a negotiation fee equal to one-quarter of one percent (0.25%) of the face amount of such documentary Letter of Credit payable upon presentation plus the Issuing Bank's, customary issuance fee, such Letter of Credit Fee (but not such issuance, amendment, fronting or negotiation fee) to be for each calendar quarter during which the accounts of the Lenders in accordance with their respective Commitment Percentages. Amounts paid by the Borrowers in respect of Letter of Credit Fees shall be non-refundable. Notwithstanding the foregoing, if there is a reduction in the Maximum Drawing Amount of any Letter of Credit Obligation shall remain outstanding(other than commercial or documentary Letters of Credit), the Borrowers will receive on a per diem basis a pro-rata refund of the fees (excluding any fronting fee (the “or customary issuance fee) paid in connection with such Letter of Credit Fee”as set forth in this ss.4.7. (b) in an amount equal With respect to all fees payable by the Borrowers to the product Issuing Bank for the account of the daily undrawn face amount Lenders hereunder, the Issuing Bank will, at the end of all Letters of Credit Issuedeach month, guarantied or supported by risk participation agreements multiplied by a per annum rate equal deliver to the Applicable Margin with respect Administrative Agent, for the account of the Lenders, all fees paid by the Borrowers to Revolving Loans which are LIBOR Rate Loansthe Issuing Bank during such month. Promptly after its receipt of such fees, the Agent will distribute to each Lender, to the extent of such Lender's Commitment Percentage therein, all such fees paid to the Agent by the Issuing Bank. In the event that the Issuing Bank makes a refund of fees to the Borrowers pursuant to ss.4.7(a), and upon the Lenders' receipt of notice of such refund by the Issuing Bank, each of the Lenders will promptly make available to the Issuing Bank, at its head office, in immediately available funds, such Lender's Commitment Percentage of any such refunded fees; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate that the Lenders shall not be increased by two percent (2.00%) per annum. Such fee shall be paid required to Agent reimburse the Issuing Bank for their respective Commitment Percentage for any refund to the benefit of extent that the Revolving Lenders in arrearsIssuing Bank has not, on the first day date the Borrowers have received a refund of each calendar quarter and on fees, delivered the date on which all L/C Reimbursement Obligations have been discharged. In addition, fees in question to the Borrower shall pay Administrative Agent for distribution to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable Lenders pursuant to the application and related documentation under which such Letter provisions of Credit is Issuedthis clause (b).

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable out-of-pocket costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter Fiscal Quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(asubsection 7.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter Fiscal Quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to shall pay to the Administrative Agent for the ratable benefit account of the each Revolving Lenders, as compensation to such Lenders for Lender in accordance with its Revolving Commitment Percentage a Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters for each standby Letter of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect Percentage times the daily amount available to Revolving Loans which are LIBOR Rate Loansbe drawn under such Letter of Credit; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event any Letter of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent Credit Fee otherwise payable for the benefit account of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer or any prospective L/C Issuerpursuant to Section 2.03 shall be payable, as appropriateto the maximum extent permitted by applicable Law, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer to the other Revolving Lenders in respect of fronting risk accordance with respect the upward adjustments in their respective Revolving Commitment Percentages allocable to such Letter of Credit and in respect pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the application for, and L/C Issuer for its own account. For purposes of computing the Issuance, negotiation, acceptance, amendment, transfer and payment of, each daily amount available to be drawn under any Letter of Credit or otherwise payable pursuant to Credit, the application and related documentation under which amount of such Letter of Credit shall be determined in accordance with Section 1.07. Letter of Credit Fees shall be (i) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is Issuedany change in the Applicable Percentage during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect. Notwithstanding anything to the contrary contained herein, upon the written request of the Required Revolving Lenders, from and after the receipt by the Borrowers of such written request and while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable customary costs and expenses incurred by Agent or any Lender L/C Issuer on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements under this Agreement multiplied by a per annum rate equal to the then effective Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(asubsection 7.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower Borrowers shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing ratesin an amount from time to time agreed between the applicable Borrower and such L/C Issuer, without duplication of fees otherwise payable hereunder (including all per annum fees), plus customary charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The Borrower agrees Borrowers shall also pay directly to each L/C Issuer (or if applicable, the Support Provider) for its own account a fronting fee with respect to each Letter of Credit issued (or guaranteed) by it equal to 0.125% per annum of the daily maximum amount then available to be drawn under such Letter of Credit (determined without regard to whether any conditions to drawing could then be met) (the “Fronting Fee”). Borrowers shall pay to Agent Administrative Agent, for the ratable benefit of the Revolving Lenders, as compensation a letter of credit fee with respect to such Lenders for the Letter of Credit Obligations incurred hereunderLiabilities for each Letter of Credit, (i) without duplication computed for each day from the date of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account issuance of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any to the date that is the last day a drawing is available under such Letter of Credit, at a rate per annum equal to the Applicable Margin then applicable to Letters of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of times the daily undrawn face maximum amount of all Letters available to be drawn under such Letter of Credit Issued, guarantied (whether or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loansnot such maximum amount is then in effect under such Letter of Credit); provided, however, at Agent’s or Required Revolving Lenders’ option, while any Letter of Credit Fees otherwise payable for the account of a Specified Event Defaulting Lender with respect to any Letter of Default exists Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer (or automatically the Support Provider, as the case may be) pursuant to this Section 2.03 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 Pro Rata Share allocable to such Letter of Credit pursuant to Section 2.16(d), with the balance of such fee, if any, payable to the L/C Issuer (or the Support Provider, as the case may be) for its own account. Fronting Fees and Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Revolving Loan Maturity Date and thereafter on demand. If there is any change in the Applicable Margin during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. Notwithstanding anything to the contrary contained herein, while an Event of Default under exists, all Letter of Credit Fees shall accrue at the Default Rate to the extent applicable pursuant to Section 8.1(a2.08(b), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower Borrowers shall pay promptly to any the L/C Issuer (or reimburse the Support Provider for) any prospective L/C Issuerfronting or other fees, as appropriate, on demand, such L/C Issuer’s costs or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer that it may charge in respect of fronting risk connection with respect to such any Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is IssuedCredit.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or the Required Revolving Lenders’ option, while a Non-Specified Event of Default exists (or automatically while an a Specified Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders quarterly in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on promptly (and, in any event, within three (3) Business Days) after demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing ratesreasonable fees, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving LendersLenders or, as the case may be, the applicable L/C Issuer, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable and documented out-of-pocket costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, (ii) a fronting fee equal to 0.125% per annum times the actual daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements (determined as of the close of business on any date of determination), payable quarterly in arrears and (iiiii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the actual daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Term SOFR Loans; provided, however, at Agent’s or Required Revolving Lenders’ optionwritten election, while a any Specified Event of Default exists has occurred and is continuing (or automatically while an Event of Default under (x) Section 8.1(a), 8.1(f7.1(a) has occurred and is continuing or (y) Section 7.1(f) or 8.1(g7.1(g) existshas occurred and is continuing with respect to the Borrower), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders quarterly in arrears, on the first day Business Day after the end of each calendar quarter quarter, commencing with the first such date to occur after the Closing Date, and on the date on which all L/C Reimbursement Obligations have been discharged. The Letter of Credit Fee shall be computed on the basis of a 360-day year and actual days elapsed. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. Bank’s customary fees and expenses for the issuance or renewal of Letters of Credit; and” 4. The Loan Agreement shall be amended by deleting the following text appearing in Section 4.1 (Grant of Security Interest) thereof: “Notwithstanding any such termination. Bank’s lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations. Upon payment in full of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall release its liens and security interests in the Collateral and all rights therein shall revert to Borrower.” and inserting in lieu thereof the following: “Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to pay be Obligations hereunder and that it is the intent of Borrower and Bank to Agent for the ratable benefit of the Revolving Lenders, as compensation to have all such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that expressly have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligationsrights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (iib) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment consistent with Bank’s then current practice for each calendar quarter during which any Letter Bank Services, if any. In the event such Bank Services consist of Credit Obligation outstanding Letters of Credit, Borrower shall remain outstanding, a fee (the “Letter of Credit Fee”) provide to Bank cash collateral in an amount equal to the product (i) one hundred five percent (105.0%) of the daily undrawn face amount of all such Letters of Credit Issueddenominated in Dollars and (ii) one hundred ten percent (110.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit denominated in a Foreign Currency plus all interest, guarantied fees, and costs due or supported to become due in connection therewith (as estimated by risk participation agreements multiplied Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.” 5. The Loan Agreement shall be amended by deleting the following text appearing in Section 6.2(a) (Financial Statements, Reports, Certificates) thereof: (i) a per annum rate equal to Transaction Report weekly and at the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loanstime of each request for an Advance; providedprovided that, however, at Agent’s or Required Revolving Lenders’ option, while a Specified if no Event of Default exists has occurred and is continuing, Borrower shall not be required to provide Bank with such Transaction Reports at such times if (A) a Streamline Period is in effect, or automatically while (B) according to the most recent financial statements of Borrower the Quick Ratio Test has been met; (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held cheek registers, if any, (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger, (D) monthly Transaction Reports (including sales, credit memos and collections journals);” and inserting in lieu thereof the following: (i) (A) a Transaction Report (including sales, credit memos and collections journals), and (B) reconciliations of accounts receivable agings (aged by invoice date), and general ledger, within thirty (30) days of the last day of each month and at the time of each request for an Advance; provided that, if no Event of Default has occurred and is continuing, Borrower shall provide Bank with such Transaction Reports and reconciliations of accounts receivable agings and general ledger with thirty (30) days of the last day of each fiscal quarter of Borrower for such times if (A) a Quarterly Advance Period is in effect, or (B) there are no outstanding Credit Extensions and no Credit Extensions have been requested; (ii) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held cheek registers, if any;” 6. The Loan Agreement shall be amended by deleting the following text appearing in Section 6.3(c) (Collection of Accounts; Lockbox) thereof: (1) If, according to the most recent financial statements of Borrower the Quick Ratio Test has been met, Bank shall deposit such proceeds into Borrower’s operating account at Bank, provided no Default or an Event of Default under has occurred and is continuing; and” and inserting in lieu thereof the following: (1) During a Streamline Period, provided a Quarterly Advance Period is not in effect, Bank shall deposit such proceeds into Borrower’s operating account at Bank, provided no Default or an Event of Default has occurred and is continuing. At all other times, Bank shall apply such proceeds to the outstanding Advances, and if all outstanding Advances have been paid in full, Bank shall deposit the remainder into Borrower’s operating account at Bank; and” 7. The Loan Agreement shall be amended by inserting the following text to appear at the end of Section 8.1(a12.8 (Survival) thereof: “Without limiting the foregoing, except as otherwise provided in Section 4.1, the grant of security interest by Borrower in Section 4.1 shall survive until the termination of all Bank Services Agreements.” 8. The Loan Agreement shall be amended by deleting the following definitions appearing in Section 13.1 thereof: “ “Availability Amount” is at any time (a) the lesser of (i) the Maximum Dollar Amount minus the Term Loan Reserve or (ii) the Borrowing Base minus the Term Loan Reserve, minus (b) the amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit), 8.1(fminus (c) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid an amount equal to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of Reserves, minus (d) the application forFX Reserve, minus (e) amounts used for Cash Management Services, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.minus

Letter of Credit Fee. The Borrower agrees to shall pay to the Administrative Agent for the ratable benefit account of the Revolving Lenders, as compensation to such Lenders for each Lender in accordance with its pro rata share a Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters for each Letter of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect Percentage times the Dollar Equivalent of the daily amount available to Revolving Loans which are LIBOR Rate Loansbe drawn under such Letter of Credit; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event any Letter of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent Credit Fees otherwise payable for the benefit account of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral or other Adequate Assurance satisfactory to the L/C Issuer or any prospective L/C Issuerpursuant to this Section 2.03 and Section 2.15 shall be payable into the Defaulting Lender Account or, as appropriateto the maximum extent permitted by applicable Law, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer to the other Lenders in respect of fronting risk accordance with respect the upward adjustments in their respective pro rata share allocable to such Letter of Credit pursuant to Section 2.15(a)(viii), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the last Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand; and (ii) computed on a quarterly basis in respect of arrears. If there is any change in the application forApplicable Percentage during any quarter, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, daily amount available to be drawn under each Letter of Credit or otherwise payable pursuant shall be computed and multiplied by the Applicable Percentage separately for each period during such quarter that such Applicable Percentage was in effect. Notwithstanding anything to the application contrary contained herein, upon the occurrence and related documentation under which such during the continuance of an Event of Default, Letter of Credit is IssuedFees shall accrue at the Default Rate as provided herein.

Letter of Credit Fee. The Borrower agrees to pay to the Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to the Agent or Lenders hereunder or fees otherwise paid by the BorrowerBorrower and subject to the limitations on such costs and expenses set forth in Section 9.5, all reasonable and documented out-of-pocket costs and expenses incurred by the Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for on the last Business Day of each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee an amount (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or that automatically while an any Event of Default under Section 8.1(a)7.1(a) or, 8.1(fsolely with respect to the Borrower, Section 7.1(f) or 8.1(g7.1(g) exists)is continuing, such rate shall be increased by two percent (2.00%) per annumannum from and after the automatic application in the case of any Event of Default under Section 7.1(a) or, solely with respect to the Borrower, Section 7.1(f) or 7.1(g) and solely for so long as such Event of Default is continuing. Such fee Subject to the preceding sentence, such Letter of Credit Fee shall be paid to the Agent for the benefit of the Revolving Lenders quarterly in arrears, on the first day last Business Day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to the Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s reasonable and customary fronting fees at then prevailing ratesrates (but, where the Agent or any Affiliate of the Agent or any other Lender is the L/C Issuer, 0.125% of the face amount of such Letter of Credit), without duplication of fees otherwise payable hereunder (including all per annum fees), charges and reasonable and documented out-of-pocket expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at upon and after Agent’s or Required Revolving Lenders’ optionelection, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(asubsection 7.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay (i) to each L/C Issuer a fronting fee for each Letter of Credit Issued by such L/C Issuer in an amount equal to 0.25% per annum multiplied by the face amount of each such Letter of Credit and (ii) to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to pay to the Administrative Agent (a) ratably for the ratable benefit account of each Lender, a letter of credit fee for the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account term of such Letter of Credit Obligationsat the rate equal to the aggregate face amount outstanding of such Letter of Credit multiplied by (i) in the case of Performance Letters of Credit, subject to Section 2.10(c), the then Applicable Performance Letter of Credit Fee Percentage and (ii) in the case of Financial Letters of Credit, the then Applicable Financial Letter of Credit Fee Percentage, and (b) for the applicable Issuing Lender’s own account (in addition to its Revolving Credit Percentage of the fee payable to it as a Lender, in accordance with clause (a) above), a letter of credit fee for the term of such Letter of Credit of 0.125 of 1% per annum (or such lower amount if agreed to by the applicable Issuing Lender) based upon the aggregate face amount outstanding of each calendar quarter during which such Letter of Credit and the applicable Issuing Lender’s customary processing fees for the issuance, amendment or renewal of the Letter of Credit. The fee for any Letter of Credit Obligation shall remain outstandingissued by any Issuing Lender hereunder, a fee as determined in accordance with clauses (a) and (b) above (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for payable quarterly in arrears on the benefit last day of the Revolving Lenders in arrearseach Fiscal Quarter, on the first day of each calendar quarter Revolving Commitment Termination Date and on the date on which all L/C Reimbursement Obligations have been discharged. In additionearliest of the cancellation, expiration or return of such Letter of Credit to the applicable Issuing Lender; provided that if any Letter of Credit is canceled and/or returned to the applicable Issuing Lender prior to the expiration thereof, the Borrower shall from time to time, upon demand by such Issuing Lender and/or any Lender therefor, immediately pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and Issuing Lender and/or such Lender additional amounts sufficient to compensate it for its expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such not covered by a previously received Letter of Credit and in respect Fee. A certificate as to the amount of such expenses submitted to the application for, Borrower and the IssuanceAdministrative Agent by such Issuing Lender and/or such Lender, negotiationshowing in reasonable detail the calculation thereof, acceptance, amendment, transfer and payment of, each Letter shall be presumptive evidence of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedamount.

Letter of Credit Fee. (i) The Borrower agrees to shall pay to Agent the Administrative Agent, for the ratable benefit account of the Revolving Lendersapplicable Issuing Lender and the L/C Participants which participate therein, as compensation to such Lenders for a letter of credit commission on each outstanding Letter of Credit Obligations incurred hereunderas follows: (A) in respect of each Standby Letter of Credit, at a rate equal to the Applicable L/C Fee Rate on the average daily undrawn amount of such Standby Letter of Credit during the period from the date of issuance through and including the date of drawing of the entire amount or expiration or termination thereof, and (iB) without duplication in respect of costs and expenses otherwise each Documentary Letter of Credit, at a rate equal to the Applicable L/C Fee Rate of the initial face amount of such Documentary Letter of Credit, provided that such letter of credit commissions with respect to each Letter of Credit shall not be in an amount less than $1,000, and, in each case, shall be payable to the Administrative Agent or Lenders hereunder or fees otherwise paid by to be shared ratably among the BorrowerL/C Participants and such Issuing Lender in accordance with their respective Stated Percentages for such Letter of Credit. Such commissions in respect of Standby Letters of Credit shall be payable in arrears on each L/C Fee Payment Date and in respect of each Documentary Letter of Credit shall be payable in advance upon the issuance thereof, all reasonable costs and expenses incurred by Agent or any Lender shall in each case be nonrefundable. (ii) The Borrower shall pay to the Administrative Agent, for the sole account of the applicable Issuing Lender, a letter of credit fronting commission on account each outstanding Letter of Credit at a rate per annum equal to 0.20% on the average daily undrawn amount of such Letter of Credit Obligations, during the period from the date of issuance through and (ii) for each calendar quarter during which any Letter including the date of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product drawing of the daily undrawn face entire amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s expiration or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate termination thereof. Such fronting commission shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders payable in arrears, arrears on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower Fee Payment Date and shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, in each such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedcase be nonrefundable.

Letter of Credit Fee. The Borrower agrees to pay to Administrative Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Administrative Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Administrative Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all outstanding Letters of Credit IssuedCredit, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate EurodollarSOFR Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Administrative Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter (commencing January 1, 2021 (subject to Section 2.15(d))) and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Administrative Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s 's or prospective L/C Issuer’s 's customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued, in each case to the extent such L/C Issuer or prospective L/C Issuer is charging such amounts to similarly situated borrowers.

Letter of Credit Fee. The Borrower agrees to pay to Agent for shall, on the ratable benefit date of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent issuance or any Lender on account extension or renewal of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, pay a fee (the “in each case, a "Letter of Credit Fee”") to the Agent (a) in an amount equal to respect of each standby Letter of Credit, calculated at the product of Applicable Margin per annum for LIBOR Rate Loans on the daily undrawn face amount of all Letters such standby Letter of Credit, plus, to the extent there is more than one Bank party to the Credit Agreement, a fee equal to one-eighth of one percent (1/8%) per annum of the face amount of such standby Letter of Credit Issued(the "Standby Fronting Fee"), guarantied or supported by risk participation agreements multiplied by which Standby Fronting Fee shall be for the account of the Agent, as a per annum rate equal to fronting fee, and the balance of which Letter of Credit Fee shall be for the accounts of the Banks in accordance with their respective Commitment Percentages and (b) in respect of each documentary Letter of Credit calculated at the Applicable Margin with respect to Revolving Loans which are per annum for LIBOR Rate Loans; providedLoans on the face amount of such documentary Letter of Credit, howeverplus to the extent there is more than one Bank party to the Credit Agreement, at Agent’s or Required Revolving Lenders’ option, while a Specified Event fee equal to one-eighth of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two one percent (2.001/8%) per annum. Such fee annum on the face amount of such documentary Letter of Credit (the "Documentary Fronting Fee"), which Documentary Fronting Fee shall be paid to Agent for the benefit account of the Revolving Lenders Agent, as a fronting fee, and the balance of which Letter of Credit Fee shall be for the accounts of the Banks in arrearsaccordance with their respective Commitment Percentages. The Letter of Credit Fee, the Standby Fronting Fee and the Documentary Fronting Fee shall be payable quarterly in arrears on the first day last Business Day of each calendar quarter and on for the date on which all L/C Reimbursement Obligations have been dischargedcalendar quarter then ending. In additionrespect of each Letter of Credit, the Borrower shall also pay to any L/C Issuer the Agent for the Agent's own account, at such other time or any prospective L/C Issuertimes as such charges are customarily made by the Agent, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s the Agent's customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptanceissuance, amendment, transfer negotiation or document examination and payment of, each Letter of Credit or otherwise payable pursuant other administrative fees as in effect from time to the application and related documentation under which such Letter of Credit is Issuedtime.

Letter of Credit Fee. The In addition to interest on the Note as provided herein and Commitment Fees and Facility Fees payable hereunder, the Borrower agrees to pay to Agent for the ratable benefit Lender on the date of issuance of each Letter of Credit, whether under the terms of this Agreement or outside of the Revolving LendersAgreement, a fee equal to that reflected on Exhibit VI calculated on the basis of a year of 365 or 366 days, as compensation to such Lenders for Letter of Credit Obligations incurred hereunderthe case may be, and actual days elapsed (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by including the Borrowerfirst day but excluding the last day), all reasonable costs and expenses incurred by Agent or any Lender on account the face amount of such Letter of Credit Obligations, and (ii) for beginning on the date of the issuance of each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (until the “Lender has received the cancelled Letter of Credit Fee”) or a written cancellation of the Letter of Credit from the beneficiary of such Letter of Credit in an amount equal form and substance reasonably satisfactory to the product Lender. One-half of the daily undrawn face amount of all Letters such Letter of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee Fees shall be paid to Agent for the benefit Lender on the date of issuance of each Letter of Credit, the Revolving Lenders in arrears, remainder payable to the Lender on the first day of each third calendar quarter and on month following the date on issuance of a Letter of Credit in immediately available funds (which all L/C Reimbursement Obligations have been discharged. In addition, funds may be paid to the Lender by wire transfer or check executed by an authorized officer of the Borrower shall pay and made payable to any L/C Issuer the Lender provided, however, in the event such Letter of Credit is canceled prior to its original expiry date or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk a payment is made by the Lender with respect to such Letter of Credit and in Credit, the Lender shall, within ten days after such cancellation or the making of such payment, rebate to the Borrower the unearned portion of such fee. The Borrower also agrees to pay to the Lender on demand its then-current letter of credit transactional fees, including, without limitation, amendment fees, payable with respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, to each Letter of Credit or otherwise payable pursuant Credit. Upon the Borrower's request, a then-current schedule of fees will be provided which fees are subject to the application and related documentation under which such Letter of Credit is Issuedchange.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) (A) for all documentary Letters of Credit, in an amount equal to the product of the average daily undrawn face amount of all such commercial Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to one-half ( 1/2) of the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans and (B) for all standby Letters of Credit, in an amount equal to the product of the average daily undrawn face amount of all such standby Letters of Credit issued, guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(fsubsection 7.1(f) or 8.1(g7.1(g) exists), each such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first second day of each calendar quarter Fiscal Month and on the date on which all L/C Reimbursement Letter of Credit Obligations have been discharged. In addition, the Borrower Borrowers shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s its customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum feesfees (including any fronting fees agreed to by the Borrowers and the applicable L/C Issuer)), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each of such Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, that at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a7.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. (i) The Borrower agrees to pay to the Administrative Agent for the ratable benefit of Revolving Lenders, with respect to the L/C Obligations incurred hereunder, (A) for the benefit of the Administrative Agent and the L/C Issuer, all costs and expenses incurred by the Administrative Agent and the L/C Issuer on account of such L/C Obligations, (B) for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter day during any month in which any Letter of Credit L/C Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to (x) the product Applicable Margin (calculated on the basis of a 360 day year for actual days elapsed) multiplied by (y) the daily undrawn face maximum amount of available for drawing (whether or not such day is a Business Day and whether or not the conditions for drawing thereunder have been satisfied) under all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to at the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event close of Default exists (or automatically while an Event business on such day. The Letter of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee Credit Fee shall be paid to Administrative Agent for the ratable benefit of the Revolving Lenders quarterly in arrears, on the first day Business Day of each calendar quarter Fiscal Quarter prior to the Commitment Termination Date and on the date on which all L/C Reimbursement Obligations have been dischargedCommitment Termination Date. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each of any Letter of Credit or otherwise payable pursuant to the application and related documentation under which such any Letter of Credit is Issuedissued. During any period during which the Default Rate shall have been imposed pursuant Section 2.4(c), or, in the absence of such imposition, during any period during which the Required Lenders could have imposed the Default Rate pursuant to such Section and instead elect to impose the provisions of this paragraph, the Letter of Credit Fee otherwise in effect pursuant to the preceding paragraph shall be increased by two percent (2%) per annum.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, that at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a7.1(a), 8.1(f) Section 7.1(f), or 8.1(gSection 7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to pay to the Agent (a) ratably for the ratable benefit account of each Lender, a letter of credit fee for the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account term of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (at the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Eurodollar Margin of the aggregate face amount outstanding of such Letter of Credit, and (b) for the Primary Issuing Lender's own account (in addition to its pro rata share of the fee payable to it as a Lender, in accordance with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists clause (or automatically while an Event of Default under Section 8.1(aa) above), 8.1(f) or 8.1(g) exists), a letter of credit fee for the term of such Letter of Credit at the rate shall be increased by two of one fifth of one percent (2.000.20%) per annum. Such fee shall be paid to Agent for the benefit annum of the Revolving Lenders in arrears, on the first day aggregate face amount outstanding of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect the Primary Issuing Lender's customary processing fees for the issuance, amendment or renewal of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit. The fee for any Letter of Credit issued by the Primary Issuing Lender hereunder, as determined in accordance with clauses (a) and (b) above (the "Letter of Credit Fee"), shall be payable quarterly in arrears on the last day of each fiscal quarter, on the Commitment Termination Date and on the earliest of the cancellation, expiration or otherwise payable pursuant to the application and related documentation under which return of such Letter of Credit to the Primary Issuing Lender; provided that if any Letter of Credit is Issuedcancelled and/or returned to the Primary Issuing Lender prior to the expiration thereof, the Borrower shall from time to time, upon demand by the Primary Issuing Lender and/or any Lender therefor, immediately pay to the Primary Issuing Lender and/or such Lender additional amounts sufficient to compensate it for its expenses not covered by a previously received Letter of Credit Fee. A certificate as to the amount of such expenses submitted to the Borrower and the Agent by the Primary Issuing Lender and/or such Lender shall be conclusive and binding for all purposes, absent manifest error.

Letter of Credit Fee. The Borrower Company agrees to pay to Agent each Lender a letter of credit fee with respect to each Letter of Credit, computed for each day from and including the ratable benefit date of the Revolving Lenders, as compensation to issuance of such Lenders for Letter of Credit Obligations incurred hereunderto but excluding the date that is two Business Days after the last day a drawing is available under such Letter of Credit, at a rate of 3.75% per annum on its Proportionate Share of the sum of (i) without duplication the aggregate amount of costs and expenses otherwise the Letter of Credit that is undrawn but available for drawing from time to time (whether or not any conditions to drawing can then be met) PLUS (ii) the aggregate unreimbursed amount payable to Agent the LC Issuer in respect of previous drawings thereunder; PROVIDED that to the extent such Letter of Credit is not drawn on or Lenders hereunder or fees otherwise paid by before the Borrowerlast day a drawing is available under such Letter of Credit, all reasonable costs such letter of credit fee shall cease to accrue on such last day. Such fee for each Letter of Credit shall be payable in arrears on each Quarterly Date prior to the date on which such Letter of Credit is terminated and expenses incurred by Agent or any Lender on account the date of such termination. (l) Subject to the terms and conditions of this Amendment, Section 9.02(a) of the Credit Agreement is amended by inserting in such Section the words ", letter of credit fees pursuant to Section 9.01(c)" immediately following the words "Commitment fees pursuant to Section 9.01(b)". (m) Subject to the terms and conditions of this Amendment, Section 9.02(b) of the Credit Agreement is amended by inserting in the second line thereof the words ", the fees payable on the Letters of Credit" immediately following the words "the interest rate applicable to the Loans". (n) Subject to the terms and conditions of this Amendment, the first four lines of Section 9.05 of the Credit Agreement beginning with "Whether or not" and ending with "(collectively called the "Indemnities")" are amended to read as follows: Whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay and hold harmless the Agent, the LC Issuer, each Lender and any subsequent holder of any of the Notes, Warrants, Warrant Shares or Letter of Credit Obligations, and the officers, directors, employees and agents of the Agent, the LC Issuer, each Lender and such holders (iicollectively called the "Indemnitees") (o) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal Subject to the product terms and conditions of this Amendment, Section 9.06 of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal Agreement is amended to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, read as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.follows:

Letter of Credit Fee. (i) The Borrower agrees to pay to the Agent for the ratable benefit of Revolving Lenders, with respect to the L/C Obligations incurred hereunder, (A) for the benefit of the Agent and the L/C Issuer, all costs and expenses incurred by the Agent and the L/C Issuer on account of such L/C Obligations, (B) for the ratable benefit of the Revolving Lenders, for each day during any month in which any L/C Obligation shall remain outstanding, a fee (the "Letter of Credit Fee") in an amount equal to (x) the Applicable Margin (calculated on the basis of a 360 day year for actual days elapsed) multiplied by (y) the maximum amount available for drawing (whether or not such day is a Business Day and whether or not the conditions for drawing thereunder have been satisfied) under all Letters of Credit at the close of business on such day, and (C) for the sole benefit of the L/C Issuer, a fronting fee (the "Fronting Fee") in an amount to be agreed upon between Borrower and the L/C Issuer. The Letter of Credit Fee shall be paid to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders monthly in arrears, on the first day of each calendar quarter month and on the date on which all Commitment Termination Date. The Fronting Fee shall be paid to the Administrative Agent, for the benefit of the L/C Reimbursement Obligations have been dischargedIssuer on the date of issuance of the applicable Letter of Credit. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s ordinary and customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each of any Letter of Credit or otherwise payable pursuant to the application and related documentation under which such any Letter of Credit is Issuedissued. During any period during which the Default Rate shall have been imposed pursuant Section 2.4(c), or, in the absence of such imposition, during any period during which the Required Lenders could have imposed the Default Rate pursuant to such Section and instead elect to impose the provisions of this paragraph, the Letter of Credit Fee otherwise in effect pursuant to the preceding paragraph shall be increased by two percent (2%) per annum.

Letter of Credit Fee. The Borrower agrees to shall pay to the Administrative Agent for the ratable benefit account of the Revolving Lenders, as compensation to such Lenders for each Lender in accordance with its Applicable Percentage a Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters for each Letter of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect Rate times the Dollar Equivalent of the daily amount available to Revolving Loans which are LIBOR Rate Loansbe drawn under such Letter of Credit; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event any Letter of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent Credit Fees otherwise payable for the benefit account of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral or other Adequate Assurance satisfactory to the L/C Issuer or any prospective L/C Issuerpursuant to this Section 2.03 and Section 2.15 shall be payable into the Defaulting Lender Account or, as appropriateto the maximum extent permitted by applicable Law, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer to the other Lenders in respect of fronting risk accordance with respect the upward adjustments in their respective pro rata share allocable to such Letter of Credit pursuant to Section 2.15(a)(viii), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand; and (ii) computed on a quarterly basis in respect of arrears. If there is any change in the application forApplicable Rate during any quarter, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, daily amount available to be drawn under each Letter of Credit or otherwise payable pursuant 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 application contrary contained herein, upon the occurrence and related documentation under which such during the continuance of an Event of Default, Letter of Credit is IssuedFees shall accrue at the Default Rate as provided herein.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Administrative Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit L/C Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Administrative Agent or Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable costs and expenses incurred by Administrative Agent or any Lender on account of such Letter of Credit L/C Obligations, and (ii) for each calendar quarter during which any Letter of Credit L/C Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin Rate with respect to Revolving Loans which are LIBOR Eurocurrency Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Administrative Agent for the benefit of the Revolving Lenders in arrears, on the first day last Business Day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower Borrowers shall pay to Administrative Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing ratesissuance fee of 0.25% of the value of such Issued Letter of Credit, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Subject to Sections 2.15, the Borrower agrees to Party that is the applicant for a Letter of Credit shall pay to Administrative Agent for the ratable benefit account of each Committed Lender in accordance with its Repayment Percentage, a fee (the Revolving Lenders, as compensation to such Lenders for "Letter of Credit Obligations incurred hereunderFee") for each such Letter of Credit equal to the Applicable Margin for Letters of Credit per annum times the daily amount available to be drawn under each such Letter of Credit; provided, however that any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral or other credit support arrangements satisfactory to the Letter of Credit Issuer pursuant to Section 2.08 shall be payable, to the maximum extent permitted by applicable law, to the other Committed Lenders in accordance with their respective Repayment Percentages (without giving effect to the Letter of Credit Liability held by each Defaulting Lender), with the balance of such fee, if any, payable to the Letter of Credit Issuer for its own account. Such fee shall be: (i) without duplication due and payable in quarterly installments in arrears on the first Business Day of costs each calendar quarter for the preceding calendar quarter, commencing on the first such date to occur after the issuance of any Letter of Credit, on the Maturity Date, and expenses otherwise payable thereafter (if applicable) on demand; and (ii) computed quarterly in arrears. For purposes of computing the daily amount available to Agent or Lenders hereunder or fees otherwise paid by be drawn under any Letter of Credit, the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account amount of such Letter of Credit Obligationsshall be determined in accordance with Section 1.05. If there is any change in the Applicable Margin for Letters of Credit during any quarter, and (ii) for the daily amount available to be drawn under each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (be computed and multiplied by the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Applicable Margin for Letters of Credit Issuedseparately for each period during such quarter that such Applicable Margin for Letters of Credit was in effect. Notwithstanding anything to the contrary contained herein, guarantied or supported by risk participation agreements multiplied by upon the request of the Required Lenders, while any Event of Default exists, such fee shall accrue at a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event for Letters of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by Credit plus two percent (2.002%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Parent Borrower on behalf of itself and the other Borrowers agrees to pay to Agent for the ratable benefit of the Revolving LendersLenders based on their respective Pro Rata Shares, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter Fiscal Month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of Applicable L/C Margin from time to time in effect multiplied by the daily undrawn face maximum amount of all Letters available from time to time to be drawn under the applicable Letter of Credit Issuedduring such Fiscal Month; provided that, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to for the Applicable Margin avoidance of doubt, with respect to Revolving Loans which are LIBOR Rate Loans; providedthe Letter of Credit Fee payable on December 1, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists)2013, such rate Letter of Credit Fee shall be increased by two percent (2.00%x) per annumcalculated based on the maximum amount available from time to time to be drawn under the applicable Letter of Credit during the Stub Period and (y) in a pro rata amount based on the number of days in the Stub Period relative to the total number of days in the calendar month of November 2013. Such fee shall be paid to Agent for the benefit of the Revolving Lenders based on their respective Pro Rata Shares monthly in arrears, on the first day Business Day of each calendar quarter Fiscal Month, on the Restatement Termination Date and on the date Commitment Termination Date. Parent Borrower on which all behalf of Borrowers shall pay directly to L/C Reimbursement Obligations have been dischargedIssuer for its own account a fronting fee with respect to each Letter of Credit issued by L/C Issuer pursuant to this Agreement equal to one-fourth of one percent (0.25%) per annum of the maximum amount then available to be drawn under such Letter of Credit. Such fee shall be paid to L/C Issuer monthly in arrears on the first Business Day of each Fiscal Month and on the Commitment Termination Date. In addition, the Parent Borrower on behalf of Borrowers shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each of such Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s 's or Required Revolving Lenders’ ' option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter quarter, on the Revolving Termination Date and on the date on which all L/C Reimbursement Obligations have been dischargeddischarged and the Aggregate Revolving Loan Commitments have been terminated. In addition, the Borrower Borrowers shall pay directly to any each L/C Issuer or any prospective (x) on the first day of each calendar quarter, on the Revolving Termination Date and on the date on which all L/C IssuerReimbursement Obligations have been discharged and the Aggregate Revolving Loan Commitments have been terminated, as appropriatea fronting fee with respect to each Letter of Credit in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued by such L/C Issuer multiplied by a per annum rate equal to 0.125%, and (y) on demand, such L/C Issuer’s or prospective L/C Issuer’s 's customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower Company agrees to pay (i) to the Administrative Agent (for the ratable benefit account of the Revolving LendersLenders in their respective Pro Rata Shares), as compensation to such Lenders a fee for each Letter of Credit Obligations incurred hereunderCredit, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise be paid by monthly in arrears following the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account Issuance of such Letter of Credit Obligations(including the initial Issuance and any renewal, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (extension or increase in the “Letter of Credit Fee”amount thereof) in an the amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving for LIBOR Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default multiplied by the undrawn amount available under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit (such fee shall be deemed to be fully earned and in respect owing upon the Issuance of the application forsuch Letter of Credit, and no refund shall be due in the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which event such Letter of Credit is Issuedterminated prior to its expiry date), provided, however, if any Letter of Credit exists at the time a Lender becomes a Defaulting Lender (X) if the Company has cash collateralized any portion of such Defaulting Lender’s Fronting Exposure pursuant to Section 2.14(b), then the Company shall not be required to pay any fees to such Defaulting Lender pursuant to this Section 2.07 with respect to such Defaulting Lender’s Fronting Exposure during the period such Defaulting Lender’s Fronting Exposure is cash collateralized, (Y) if the non-Defaulting Lenders’ exposure to Letters of Credit is reallocated pursuant to Section 2.14(d), then the fees payable to the Lenders pursuant to this Section 2.07 shall be adjusted in accordance with the non-Defaulting Lenders’ exposure to Letters of Credit as so allocated, or (Z) if such Defaulting Lender’s Fronting Exposure is neither cash collateralized pursuant to Section 2.14(b) nor reallocated pursuant to Section 2.14(d), then, without prejudice to any rights or remedies of the Issuing Lender or any Lender hereunder, all fees that otherwise would have been payable to such Defaulting Lender pursuant to this Section 2.07 with respect to such Defaulting Lender’s Fronting Exposure shall be payable to the Issuing Lender until such Fronting Exposure is cash collateralized and/or reallocated, (ii) to the Issuing Lender for its account a fee for the issuance of each Letter of Credit (including the initial Issuance and any renewal, extension or increase in the amount thereof), quarterly in arrears on the first Business Day following each fiscal quarter end, commencing with the first such date to occur after the Issuance of such Letter of Credit, on the last day of the Availability Period and thereafter on demand, at the rate per annum specified in the DIP Agency Fee Letter multiplied by the aggregate amount available under each Letter of Credit and (iii) to the Issuing Lender for its account, the Issuing Lender’s usual and customary fees for amendment to transfer of or negotiation of the terms of each Letter of Credit. The Administrative Agent shall pay to each Lender its Pro Rata Share of the Letter of Credit Fee paid pursuant to Section 2.07(b)(i).

Letter of Credit Fee. The Parent Borrower on behalf of itself and the other Borrowers agrees to pay to Agent for the ratable benefit of the Revolving LendersLenders based on their respective Pro Rata Shares, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter Fiscal Month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of Applicable L/C Margin from time to time in effect multiplied by the daily undrawn face maximum amount of all Letters available from time to time to be drawn under the applicable Letter of Credit Issuedduring such Fiscal Month; provided that, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to for the Applicable Margin avoidance of doubt, with respect to Revolving Loans which are LIBOR Rate Loans; providedthe Letter of Credit Fee payable on July 1, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists)2014, such rate Letter of Credit Fee shall be increased by two percent (2.00%x) per annumcalculated based on the maximum amount available from time to time to be drawn under the applicable Letter of Credit during the Stub Period and (y) in a pro rata amount based on the number of days in the Stub Period relative to the total number of days in the calendar month of June 2014. Such fee shall be paid to Agent for the benefit of the Revolving Lenders based on their respective Pro Rata Shares monthly in arrears, on the first day Business Day of each calendar quarter Fiscal Month, on the Amendment No. 1 Effective Date and on the date Commitment Termination Date. Parent Borrower on which all behalf of Borrowers shall pay directly to L/C Reimbursement Obligations have been dischargedIssuer for its own account a fronting fee with respect to each Letter of Credit issued by L/C Issuer pursuant to this Agreement equal to one-fourth of one percent (0.25%) per annum of the maximum amount then available to be drawn under such Letter of Credit. Such fee shall be paid to L/C Issuer monthly in arrears on the first Business Day of each Fiscal Month and on the Commitment Termination Date. In addition, the Parent Borrower on behalf of Borrowers shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each of such Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.”

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR BA Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(asubsection 7.1(a), 8.1(f7.1(g) or 8.1(g7.1(h) exists), such rate shall shall, subject to the Interest Act (Canada), be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been discharged. The Agent is authorized and instructed to make a Swing Loan to the Borrowers in the amount and at the date such fees are payable and to apply the proceeds thereof in payment of such fees. In addition, the Borrower Borrowers shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at upon and after Agent’s or Required Revolving Lenders’ optionelection, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(asubsection 7.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements multiplied by (x) during the six calendar months commencing on the Closing Date, three percent (3.00%) per annum and (y) at any time thereafter, a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(asubsection 7.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable and documented out-of-pocket costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a7.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower Borrowers shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s reasonable and customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to pay to the Administrative Agent (a) ratably for the ratable benefit account of each Lender, a letter of credit fee for the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account term of such Letter of Credit Obligationsat the rate equal to the aggregate face amount outstanding of such Letter of Credit multiplied by (i) in the case of Performance Letters of Credit, subject to Section 2.10(c), the then Applicable Performance Letter of Credit Fee Percentage and (ii) in the case of Financial Letters of Credit, the then Applicable Financial Letter of Credit Fee Percentage, and (b) for the applicable Issuing Lender’s own account (in addition to its Percentage of the fee payable to it as a Lender, in accordance with clause (a) above), a letter of credit fee for the term of such Letter of Credit .125 of 1% per annum (or such lower amount if agreed to by the applicable Issuing Lender) based upon the aggregate face amount outstanding of each calendar quarter during which such Letter of Credit and the applicable Issuing Lender’s customary processing fees for the issuance, amendment or renewal of the Letter of Credit. The fee for any Letter of Credit Obligation shall remain outstandingissued by any Issuing Lender hereunder, a fee as determined in accordance with clauses (a) and (b) above (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for payable quarterly in arrears on the benefit last day of the Revolving Lenders in arrearseach Fiscal Quarter, on the first day of each calendar quarter Revolving Commitment Termination Date and on the date on which all L/C Reimbursement Obligations have been discharged. In additionearliest of the cancellation, expiration or return of such Letter of Credit to the applicable Issuing Lender; provided that if any Letter of Credit is canceled and/or returned to the applicable Issuing Lender prior to the expiration thereof, the Borrower shall from time to time, upon demand by such Issuing Lender and/or any Lender therefor, immediately pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and Issuing Lender and/or such Lender additional amounts sufficient to compensate it for its expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such not covered by a previously received Letter of Credit and in respect Fee. A certificate as to the amount of such expenses submitted to the application for, Borrower and the IssuanceAdministrative Agent by such Issuing Lender and/or such Lender, negotiationshowing in reasonable detail the calculation thereof, acceptance, amendment, transfer and payment of, each Letter shall be presumptive evidence of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedamount.

Letter of Credit Fee. The applicable Borrower agrees to shall pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (ia) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin on the Maximum Drawing Amount of the Letters of Credit (other than Performance Letters of Credit), in Dollars, to the Administrative Agent for the account of the Lenders, to be shared pro rata by the Lenders in accordance with respect their respective Commitment Percentages and (b) a fee equal to Revolving Loans which are LIBOR Rate Loansone-half of the Applicable Margin on the Maximum Drawing Amount of the Performance Letters of Credit (the “Performance Letter of Credit Fee”, collectively with the Letter of Credit Fee, the “Letter of Credit Fees”) to the Administrative Agent for the account of the Lenders, to be shared pro rata by the Lenders in accordance with their respective Commitment Percentages; provided, however, at Agent’s or Required Revolving Lenders’ option, while any Letter of Credit Fees otherwise payable for the account of a Specified Event Defaulting Lender with respect to any Letter of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), Credit as to which such rate Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank pursuant to this §4.9 shall be increased payable, to the maximum extent permitted by two percent (2.00%) per annum. Such fee shall be paid applicable Law, to Agent for the benefit of the Revolving other Lenders in arrears, on accordance with the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer upward adjustments in respect of fronting risk with respect their respective Commitment Percentages allocable to such Letter of Credit and in respect pursuant to §5.14.1(d), with the balance of such fee, if any, payable to the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Issuing Bank for its own account. The Letter of Credit or otherwise Fees shall be payable pursuant quarterly in arrears on the first day following the end of each calendar quarter for the quarter just ended, with the first such payment commencing on the first such date following the date hereof, and on the Loan Maturity Date. In addition, a fronting fee equal to the application percentage separately agreed upon in a letter between the applicable Borrower and related documentation the applicable Issuing Bank, computed on the amount available to be drawn under which such Letter of Credit is Issuedshall be payable quarterly in arrears by the applicable Borrower to such Issuing Bank for its account in accordance with the terms of such letter, and the applicable Borrower shall pay to such Issuing Bank any amendment, negotiation or document examination and other administrative fees charged by such Issuing Bank in connection with Letters of Credit as in effect from time to time.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the any Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter Fiscal Quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter Fiscal Quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower Borrowers shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving LendersLenders (subject to subsection 1.11(e)(vi) with respect to any Non-Funding Lender), as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event upon the occurrence and during the continuance of Default exists (or automatically while an Event of Default under Section 8.1(asubsection 7.1(a), 8.1(f7.1(f) or 8.1(g) exists7.1(g), such rate shall automatically be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving LC Facility Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrowerhereunder, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving LC Facility Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(fsubsection 7.1(a) or 8.1(g7.1(f) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving LC Facility Lenders in arrears, on the first day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer Agent or any prospective L/C IssuerLC Facility Lender, as appropriate, on demand, such L/C IssuerLC Facility Lender’s or prospective L/C Issuer’s (or, if the LC Facility Lender has caused any other Person to Issue a Letter of Credit, such Person’s) customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and LC Facility Lender in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable and documented costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day last Business Day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower Borrowers shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing ratesrates (which, in any event, shall include a fronting fee, payable to each L/C Issuer for its own account, which shall accrue at the then prevailing rate on the average daily amount available to be drawn under any Letters of Credit Issued and shall be payable on the last Business Day of each Fiscal Quarter and on the date on which all L/C Reimbursement Obligations have been discharged), without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, ​ ​ ​ acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower Company agrees to pay (i) to Agent Issuing Lender (for the ratable benefit account of the Revolving LendersLenders in their respective Pro Rata Shares), as compensation to such Lenders a fee for each Letter of Credit Obligations incurred hereunderCredit, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise be paid by quarterly in arrears following the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account Issuance of such Letter of Credit Obligations(including the initial Issuance and any renewal, extension or increase in the amount thereof) in the amount equal to the greater of (A) $500.00 and (B) the product equal to the Letter of Credit rate set forth on the Pricing Grid multiplied by the undrawn amount available under such Letter of Credit (such fee shall be deemed to be fully earned and owing upon the Issuance of such Letter of Credit, and no refund shall be due in the event such Letter of Credit is terminated prior to its expiry date), provided, however, if any Letter of Credit exists at the time a Lender becomes a Defaulting Lender (X) if the Company has cash collateralized any portion of such Defaulting Lender’s Fronting Exposure pursuant to Section 2.15(b), then the Company shall not be required to pay any fees to such Defaulting Lender pursuant to this Section 2.07 with respect to such Defaulting Lender’s Fronting Exposure during the period such Defaulting Lender’s Fronting Exposure is cash collateralized, (Y) if the non-Defaulting Lenders’ exposure to Letters of Credit is reallocated pursuant to Section 2.15(d), then the fees payable to the Lenders pursuant to this Section 2.07 shall be adjusted in accordance with the non-Defaulting Lenders’ exposure to Letters of Credit as so allocated, or (Z) if such Defaulting Lender’s Fronting Exposure is neither cash collateralized pursuant to Section 2.15(b) nor reallocated pursuant to Section 2.15(d), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all fees that otherwise would have been payable to such Defaulting Lender pursuant to this Section 2.07 with respect to such Defaulting Lender’s Fronting Exposure shall be payable to the Issuing Bank until such Fronting Exposure is cash collateralized and/or reallocated, and (ii) to the Issuing Lender for its account a fee for the issuance of each calendar quarter during which any Letter of Credit Obligation shall remain outstanding(including the initial Issuance and any renewal, a fee (extension or increase in the “amount thereof), at the Issuance of such Letter of Credit Fee”) Credit, in an amount equal to the product greater of the daily undrawn face amount (A) $500.00 and (B) one-eighth of all Letters of Credit Issued, guarantied or supported by risk participation agreements one percent (0.125%) multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default aggregate amount available under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to (such fees shall be prorated for any period less than a full year but shall not be refunded in the application and related documentation under which event any such Letter of Credit is Issued.terminated prior to its expiry date) and (iii) Issuing Lender’s usual and customary fees for amendment to transfer of or negotiation of the terms of each Letter of Credit. The Administrative Agent shall pay to each Lender its Pro Rata Share of the Letter of Credit Fee paid pursuant to Section 2.07

Letter of Credit Fee. (i) The Borrower agrees Borrowers agree to pay to the Agent for the ratable benefit of Revolving Lenders, with respect to the L/C Obligations incurred hereunder, (A) for the benefit of the Agent and the L/C Issuer, all customary costs and expenses incurred by the Agent and the L/C Issuer on account of such L/C Obligations, (B) for the ratable benefit of the Revolving Lenders, for each day during any month in which any L/C Obligation shall remain outstanding, a fee (the "Letter of Credit Fee") in an amount equal to (x) the Applicable Margin (calculated on the basis of a 360 day year for actual days elapsed) multiplied by (y) the maximum amount available for drawing (whether or not such day is a Business Day and whether or not the conditions for drawing thereunder have been satisfied) under all Letters of Credit at the close of business on such day, and (C) for the sole benefit of the L/C Issuer, a fronting fee (the "Fronting Fee") in an amount equal to .125% of the face amount of each Letter of Credit. The Letter of Credit Fee shall be paid to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders monthly in arrears, on the first day of each calendar quarter month and on the date on which all Commitment Termination Date. The Fronting Fee shall be paid to the Administrative Agent, for the benefit of the L/C Reimbursement Obligations have been dischargedIssuer on the date of issuance of the applicable Letter of Credit. In addition, the Borrower Borrowers shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), customary charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each of any Letter of Credit or otherwise payable pursuant to the application and related documentation under which such any Letter of Credit is Issuedissued. During any period during which the Default Rate shall have been imposed pursuant Section 2.4(c), or, in the absence of such imposition, during any period during which the Required Lenders could have imposed the Default Rate pursuant to such Section and instead elect to impose the provisions of this paragraph, the Letter of Credit Fee otherwise in effect pursuant to the preceding paragraph shall be increased by two percent (2%) per annum.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate SOFR Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), provided that such rate shall automatically be increased by two percent (2.00%) per annumannum at any time that the interest rate is increased by 2% pursuant to Section 2.3(c). Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first last day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower Borrowers shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on promptly upon written demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, cancellation, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay (A) to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter Fiscal Quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum, and (B) to the L/C Issuer with respect to each Letter of Credit, (x) a fronting fee which shall accrue at a rate equal to 0.25% per annum on the average daily undrawn face amount applicable to such Letter of Credit during the period from and including the date such Letter of Credit is issued to but excluding the later of the date of termination of the Revolving Loan Commitments and the date on which there ceases to be any undrawn face amount with respect to such Letter of Credit or (y) such other lower fronting fee as the applicable L/C Issuer may agree with respect to Letters of Credit issued by such L/C Issuer. Such fee fees shall be paid to Agent for the benefit of the Revolving Lenders and to the L/C Issuer, as applicable, in arrears, on the first day last Business Day of each calendar quarter Fiscal Quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower Borrowers shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to Borrowers shall pay to Agent Administrative Agent, for the ratable benefit of the Revolving Lenders, as compensation a letter of credit fee with respect to such Lenders for the Letter of Credit Obligations incurred hereunderLiabilities for each Letter of Credit, (i) without duplication computed for each day from the date of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account issuance of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any to the date that is the last day a drawing is available under such Letter of Credit, at a rate per annum equal to the Applicable Margin then applicable to Letters of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of times the daily undrawn face maximum amount of all Letters available to be drawn under such Letter of Credit Issued, guarantied (whether or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loansnot such maximum amount is then in effect under such Letter of Credit); provided, however, at Agent’s or Required Revolving Lenders’ option, while any Letter of Credit Fees otherwise payable for the account of a Specified Event Defaulting Lender with respect to any Letter of Default exists Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer (or automatically the Support Provider, as the case may be) pursuant to this Section 2.03 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 Pro Rata Share allocable to such Letter of Credit pursuant to Section 2.16(d), with the balance of such fee, if any, payable to the L/C Issuer (or the Support Provider, as the case may be) for its own account. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Mesa Credit and Guaranty Agreement —Page 42 Credit, on the Revolving Loan Maturity Date and thereafter on demand. Notwithstanding anything to the contrary contained herein, while an Event of Default under Section 8.1(a)exists, 8.1(f) or 8.1(g) exists), such rate all Letter of Credit Fees shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for accrue at the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been dischargedDefault Rate. In addition, the Borrower Borrowers shall pay promptly to any the L/C Issuer (or reimburse the Support Provider for) any prospective L/C Issuerother fees, as appropriate, on demand, such L/C Issuer’s costs or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer that it may charge in respect of fronting risk connection with respect to such any Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is IssuedCredit.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter Fiscal Quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter Fiscal Quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an any Event of Default under Section 8.1(asubsection 7.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), at the election of Agent or the Required Lenders while any Event of Default under subsection 7.1(c) exists with respect to any covenant set forth in Article VI, or at the election of the Required Lenders while any other Event of Default exists, such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees Borrowers, jointly and severally, agree (a) to pay to Agent the Agent, for the ratable benefit account of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunderin accordance with their respective Pro Rata Shares, (i) without duplication for each Commercial Letter of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by Credit issued for the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstandingBorrower, a fee (the “Commercial Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by at a per annum rate equal to the Applicable Margin with respect for the Commercial Letter of Credit Fee multiplied by the average daily undrawn amount available to Revolving be drawn on such Commercial Letter of Credit during the immediately preceding month and (ii) for each Standby Letter of Credit issued for the account of such Borrower, a fee (the “Standby Letter of Credit Fee”) at a per annum rate equal to the Applicable Margin for LIBOR Loans which are LIBOR Rate Loans; providedmultiplied by the average daily undrawn amount available to be drawn on such Standby Letter of Credit during the immediately preceding month, however(b) to pay to the applicable Letter of Credit Issuer a fronting fee (the “Fronting Fee”) of one-eighth of one percent (.125%) of the undrawn face amount of each Letter of Credit issued for the account of such Borrower, at Agent’s or Required Revolving Lenders’ option, while a Specified Event and (c) to pay to the applicable Letter of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists)Credit Issuer, such rate out-of-pocket costs, fees and expenses incurred by each Letter of Credit Issuer in connection with the application for, processing of, issuance of, or amendment to any Letter of Credit issued for the account of such Borrower, as the applicable Letter of Credit Issuer and such Borrower shall agree upon, but which costs, fees and expenses shall not include the Fronting Fee. The Commercial Letter of Credit Fee and the Standby Letter of Credit Fee shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders payable monthly in arrears, arrears on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to month following any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer month in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such a Letter of Credit is Issuedoutstanding and on the Termination Date. The Fronting Fee shall be payable on each date of issuance or renewal (automatic or otherwise) of each Letter of Credit. All fees described in this Section 2.6 shall be computed on the basis of a year of 365 or 366 days, as applicable, for the actual number of days elapsed.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable and documented out-of-pocket costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a7.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving RevolvingLC Facility Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrowerhereunder, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving RevolvingLC Facility Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(asubsection 7.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving RevolvingLC Facility Lenders in arrears, on the first day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Agent or any L/C Issuer or any prospective L/C IssuerIssuerLC Facility Lender, as appropriate, on demand, such L/C IssuerIssuer’sLC Facility Lender’s or prospective L/C Issuer’s (or, if the LC Facility Lender has caused any other Person to Issue a Letter of Credit, such Person’s) customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and IssuerLC Facility Lender in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to (a) Borrowers shall pay to Agent Agent, for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for a Letter of Credit Obligations incurred hereunder, fee equal to three percent (i3.00%) without duplication per annum of costs the aggregate undrawn face amount of all outstanding Documentary Letters of Credit and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by Standby Letters of Credit issued for the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee Borrower (the “Letter of Credit Fee”) ), which fees shall be due and payable monthly in arrears on each day that interest under the Revolving Facility is payable hereunder. Upon the occurrence and during the continuance of an amount equal to Event of Default, the product of the daily undrawn face amount of all Letters Letter of Credit Issued, guarantied or supported by risk participation agreements multiplied by Fee shall be payable on demand at a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event Letter of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by Credit Fee plus two percent (2.00%) per annum. Such fee shall be paid to Agent , in each case on the aggregate undrawn face amount of all outstanding Letters of Credit issued for the benefit account of any Borrower. Borrowers shall also pay on demand the Revolving Lenders in arrearsnormal and customary administrative charges for issuance, on amendment, negotiation, renewal or extension of any Standby Letter of Credit or Documentary Letter of Credit imposed by the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer. (b) On demand by Agent at any time during the continuance of an Event of Default, Borrowers will cause cash to be deposited and maintained in an account with Agent, as appropriatecash collateral, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication in an amount equal to one hundred and five percent (105%) of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such the Letter of Credit Usage, and Borrowers hereby irrevocably authorize Agent, in its Permitted Discretion, on Borrowers’ behalf and in respect Borrowers’ name, to open such an account and to make and maintain deposits therein, or in an account opened by Borrowers, in the amounts required to be made by Borrowers, out of the application for, proceeds of Accounts or other Collateral or out of any other funds of Borrowers coming into any Lender’s possession at any time. Agent will invest such cash collateral in such short-term money-market items as to which Agent in its Permitted Discretion may determine and the Issuancenet return on such investments shall be credited to such account and constitute additional cash collateral. Borrowers may not withdraw amounts credited to any such account except upon payment and performance in full in cash of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which events or claims that would give rise thereto are not, negotiationto the knowledge of any Credit Party, acceptance, amendment, transfer then pending) and payment of, each Letter termination of Credit or otherwise payable this Agreement. If Borrowers have provided cash collateral pursuant to this Section 3.6(b) in connection with the application occurrence and related documentation under which continuation of any Event of Default and such Letter Event of Credit is IssuedDefault shall have been cured and/or waived in writing by Agent and no Event of Default shall have occurred and then be continuing, then Agent shall return all cash collateral (to the extent the same has not been applied to the Obligations in accordance with this Agreement) to Borrowers upon Borrowers’ written demand therefor.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Revolver Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit L/C Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Revolver Agent or Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable costs and expenses incurred by Revolver Agent or any Lender on account of such Letter of Credit L/C Obligations, and (ii) for each calendar quarter during which any Letter of Credit L/C Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin Rate with respect to Revolving Loans which are LIBOR Eurocurrency Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Revolver Agent for the benefit of the Revolving Lenders in arrears, on the first day last Business Day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower Borrowers shall pay to Revolver Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing ratesissuance fee of 0.125% of the value of such Issued Letter of Credit, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving LendersLenders or, as the case may be, the applicable L/C Issuer, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable and documented out-of-pocket costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, (ii) a fronting fee equal to 0.125% per annum times the average daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements (determined as of the close of business on any date of determination), payable quarterly in arrears and (iiiii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ optionwritten election, while a any Specified Event of Default exists has occurred and is continuing (or automatically while an Event of Default under (x) Section 8.1(a), 8.1(f7.1(a) has occurred and is continuing or (y) Section 7.1(f) or 8.1(g7.1(g) existshas occurred and is continuing with respect to the Borrower), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders quarterly in arrears, on the first day last Business Day of each calendar quarter quarter, commencing with the first such date to occur after the Closing Date, and on the date on which all L/C Reimbursement Obligations have been discharged. The Letter of Credit Fee shall be computed on the basis of a 360-day year and actual days elapsed. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) (A) for all documentary Letters of Credit, in an amount equal to the product of the average daily undrawn face amount of all such commercial Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to one-half (1/2) of the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans and (B) for all standby Letters of Credit, in an amount equal to the product of the average daily undrawn face amount of all such standby Letters of Credit issued, guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(fsubsection 7.1(f) or 8.1(g7.1(g) exists), each such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first second day of each calendar quarter Fiscal Month and on the date on which all L/C Reimbursement Letter of Credit Obligations have been discharged. In addition, the Borrower Borrowers shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s its customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum feesfees (including any fronting fees agreed to by the Borrowers and the applicable L/C Issuer)), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each of such Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.”

Letter of Credit Fee. (i) The Borrower agrees Borrowers agree to pay to the Agent for the ratable benefit of Revolving Lenders, with respect to the L/C Obligations incurred hereunder, (A) for the benefit of the Agent and the L/C Issuer, all customary costs and expenses incurred by the Agent and the L/C Issuer on account of such L/C Obligations, (B) for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter day during any month in which any Letter of Credit L/C Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to (x) the product Applicable Margin (calculated on the basis of a 360 day year for actual days elapsed) multiplied by (y) the daily undrawn face maximum amount of available for drawing (whether or not such day is a Business Day and whether or not the conditions for drawing thereunder have been satisfied) under all Letters of Credit Issuedat the close of business on such day, guarantied or supported by risk participation agreements multiplied by and (C) for the sole benefit of the L/C Issuer, a per annum rate fronting fee (the “Fronting Fee”) in an amount equal to .125% of the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event face amount of Default exists (or automatically while an Event each Letter of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annumCredit. Such fee The Letter of Credit Fee shall be paid to Agent for the ratable benefit of the Revolving Lenders monthly in arrears, on the first day of each calendar quarter month and on the date on which all Commitment Termination Date. The Fronting Fee shall be paid to the Administrative Agent, for the benefit of the L/C Reimbursement Obligations have been dischargedIssuer on the date of issuance of the applicable Letter of Credit. In addition, the Borrower Borrowers shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), customary charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each of any Letter of Credit or otherwise payable pursuant to the application and related documentation under which such any Letter of Credit is Issuedissued. During any period during which the Default Rate shall have been imposed pursuant Section 2.4(c), or, in the absence of such imposition, during any period during which the Required Lenders could have imposed the Default Rate pursuant to such Section and instead elect to impose the provisions of this paragraph, the Letter of Credit Fee otherwise in effect pursuant to the preceding paragraph shall be increased by two percent (2%) per annum.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Agent the Agent, for the ratable benefit account of the Revolving Lenders, as compensation to such Lenders in accordance with their respective Pro Rata Shares, for each Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstandingCredit, a fee (the “"Letter of Credit Fee”") in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin per annum of the undrawn face amount of each Letter of Credit, PLUS all reasonable out-of-pocket costs, fees and expenses incurred by the Agent (or the Letter of Credit Issuer) in connection with the application for, processing of, issuance of, or amendment to any Letter of Credit, which costs, fees and expenses shall include a "fronting fee", as agreed to between the applicable Borrower and the Letter of Credit Issuer at the time of issuance, payable to the Letter of Credit Issuer. The Letter of Credit Fee shall be payable (a) with respect to Revolving Loans which are LIBOR Rate Loans; providedcommercial/documentary Letters of Credit, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders monthly in arrears, arrears on the first day of each calendar quarter month following any month in which a commercial/documentary Letter of Credit was issued and/or in which a commercial/documentary Letter of Credit remains outstanding and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder Termination Date and (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk b) with respect to standby Letters of Credit, in full in advance on the day on which a standby Letter of Credit is issued; provided, HOWEVER, that upon (i) an early cancellation and return of any such standby Letter of Credit by the beneficiary thereunder or (ii) a drawing under any such standby Letter of Credit which is reimbursed by the Borrowers through the proceeds of new Revolving Loans made hereunder, the Agent shall refund a pro rata amount of such Letter of Credit and in respect of Fee to the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Borrowers. The Letter of Credit or otherwise payable pursuant to Fee shall be computed on the application and related documentation under which such basis of a 360-day year for the actual number of days from the date of issuance through the stated expiration date of the relevant Letter of Credit is IssuedCredit.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ optionwritten notice, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a7.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower Borrowers shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable out‑of‑pocket costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter Fiscal Quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(asubsection 7.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter Fiscal Quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to pay to the Administrative Agent for the ratable benefit account of the Revolving Lenders or Supplemental Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunderthe case may be, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during (or shorter period ending with the first date on which any Letter the applicable Letters of Credit Obligation Commitment shall remain outstanding, have expired or been terminated and there shall be no outstanding Letters of Credit) a fee (the “"Letter of Credit Fee”") in an on the average daily amount equal to the product of the daily undrawn face amount of all outstanding Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by issued for the account of the Borrower at a per annum rate equal to the Applicable Margin (i) with respect to Revolving Letters of Credit, the Applicable Margin at such time for Eurodollar Revolving Loans which are LIBOR Rate and (ii) with respect to Supplemental Revolving Letters of Credit, the Applicable Margin at such time for Eurodollar Supplemental Revolving Loans; provided, howeverthat with respect to any Letter of Credit as to which the Borrower has failed to make a payment required by Section 2.22, interest calculated at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under the rate set forth in Section 8.1(a), 8.1(f) or 8.1(g) exists), 2.07 from the date such rate shall be increased by two percent (2.00%) per annum. Such fee payment was due through the date such payment is made shall be paid to Agent for by the benefit Borrower in lieu of the Revolving Lenders in arrears, on the first day Letter of each calendar quarter and Credit Fee on the date such payment is made. The Letter of Credit Fee shall be computed on which all L/C Reimbursement Obligations have been dischargedthe basis of the actual number of days elapsed over a year of 360 days. In addition, the Borrower shall pay The Administrative Agent agrees to any L/C Issuer disburse to each Revolving Lender or any prospective L/C IssuerSupplemental Revolving Lender, as appropriatethe case may be, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication its pro rata portion of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in Fee promptly upon receipt. With respect to Revolving Letters of Credit, the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit Fee shall be paid in arrears on the last day of March, June, September and December of each year and on the Revolving Credit Maturity Date (or otherwise payable pursuant to the application and related documentation under first date on which such the Revolving Letter of Credit is IssuedCommitment shall have expired or been terminated and there shall be no outstanding Revolving Letters of Credit, if earlier). With respect to Supplemental Revolving Letters of Credit, the Letter of Credit Fee shall be paid in arrears on the first Business Day of each calendar month of each year and on the Revolving Credit Maturity Date (or the first date on which the Supplemental Revolving Letter of Credit Commitment shall have expired or been terminated and there shall be no outstanding Supplemental Revolving Letters of Credit, if earlier). Once paid the Letter of Credit Fee paid or payable shall not be refundable in any circumstances whatsoever, absent manifest error.

Letter of Credit Fee. The Borrower agrees to shall pay to the Agent for the ratable benefit of the Revolving Lendersa fee (in each case, as compensation to such Lenders for a "Letter of Credit Obligations incurred hereunderFee") (a) in respect of each standby Letter of Credit issued pursuant to this Credit Agreement, (i) without duplication equal to the Applicable Margin specified for such standby Letter of costs and expenses otherwise payable to Agent Credit at the date of issuance, extension or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account renewal of such Letter of Credit Obligationsmultiplied by the face amount of each such Letter of Credit, and (ii) for PLUS an issuance fee in respect of each calendar quarter during which any standby Letter of Credit Obligation shall remain outstandingequal to an amount agreed by between the Borrower and the Issuing Bank, a fee for the account of the Issuing Bank only, (the “"Standby Fronting Fee"), and the Agent shall in turn remit to each Bank its PRO RATA portion of such Letter of Credit Fee (but not the Standby Fronting Fee”, which is for the account of the Issuing Bank only) and (b) in an amount equal to the product respect of the daily undrawn face amount of all Letters each documentary Letter of Credit Issuedissued pursuant to this Credit Agreement, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with specified for such documentary Letter of Credit at the date of issuance, extension or renewal of such Letter of Credit multiplied by the face amount of each such Letter of Credit or any subsequent increases in the face amount, PLUS the Applicable Margin PLUS an issuance fee in respect of each documentary Letter of Credit equal to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists $125.00 (or automatically while an Event of Default under Section 8.1(athe "Documentary Fronting Fee"), 8.1(f) or 8.1(g) existsand the Agent shall in turn remit to each Bank its PRO RATA portion of such Letter of Credit Fee (but not the Documentary Fronting Fee, which is for the account of the Issuing Bank only), such rate . The Letter of Credit Fee for each Letter of Credit shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders payable quarterly in arrears, arrears on the first day of each calendar quarter and for the immediately preceding calendar quarter commencing on the first such date following the Closing Date with a final payment on the Revolving Credit Maturity Date or an earlier date on which all L/C Reimbursement Obligations have been dischargedthe Commitment shall terminate, in each case to be first preceded by a notice and invoice from the Agent specifying the amount due and payable. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuerthe Issuing Bank, as appropriate, on demandfor its own account, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing ratesother issuance, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceprocessing, negotiation, acceptance, amendment, transfer amendment and payment of, each Letter of Credit or otherwise payable pursuant to administrative fees as the application and related documentation under which such Letter of Credit is IssuedIssuing Bank may require.

Letter of Credit Fee. The applicable Borrower agrees to shall pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (ia) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin on the Maximum Drawing Amount of the Letters of Credit (other than Performance Letters of Credit), in Dollars, to the Administrative Agent for the account of the Lenders, to be shared pro rata by the Lenders in accordance with respect their respective Commitment Percentages and (b) a fee equal to Revolving Loans which are LIBOR Rate Loansone-half of the Applicable Margin on the Maximum Drawing Amount of the Performance Letters of Credit (the “Performance Letter of Credit Fee”, collectively with the Letter of Credit Fee, the “Letter of Credit Fees”) to the Administrative Agent for the account of the Lenders, to be shared pro rata by the Lenders in accordance with their respective Commitment Percentages; provided, however, at Agent’s or Required Revolving Lenders’ option, while any Letter of Credit Fees otherwise payable for the account of a Specified Event Defaulting Lender with respect to any Letter of Default exists (or automatically while an Event of Default under Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank pursuant to this Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate 4.09 shall be increased payable, to the maximum extent permitted by two percent (2.00%) per annum. Such fee shall be paid applicable Law, to Agent for the benefit of the Revolving other Lenders in arrears, on accordance with the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer upward adjustments in respect of fronting risk with respect their respective Commitment Percentages allocable to such Letter of Credit and in respect pursuant to Section 5.14(a)(iv), with the balance of such fee, if any, payable to the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Issuing Bank for its own account. The Letter of Credit or otherwise Fees shall be payable pursuant quarterly in arrears on the first day following the end of each calendar quarter for the quarter just ended, with the first such payment commencing on the first such date following the date hereof, and on the Loan Maturity Date. In addition, a fronting fee equal to the application percentage separately agreed upon in a letter between the applicable Borrower and related documentation the applicable Issuing Bank, computed on the amount available to be drawn under which such Letter of Credit is Issuedshall be payable quarterly in arrears by the applicable Borrower to such Issuing Bank for its account in accordance with the terms of such letter, and the applicable Borrower shall pay to such Issuing Bank any amendment, negotiation or document examination and other administrative fees charged by such Issuing Bank in connection with Letters of Credit as in effect from time to time.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, Fee set forth on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been dischargedSchedule 1 hereto. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing ratesrates (which, in any event, shall include a fronting fee, payable to each L/C Issuer for its own account, which shall accrue at the rate of 0.125% per annum on the average daily amount available to be drawn under any Letters of Credit Issued and shall be payable on the last day of each Fiscal Quarter and on the date on which all L/C Reimbursement Obligations have been discharged), without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Administrative Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit L/C Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Administrative Agent or Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable costs and expenses incurred by Administrative Agent or any Lender on account of such Letter of Credit L/C Obligations, and (ii) for each calendar quarter during which any Letter of Credit L/C Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin Rate with respect to Revolving Loans which are LIBOR Rate Eurocurrency RateSOFR Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Administrative Agent for the benefit of the Revolving Lenders in arrears, on the first day last Business Day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower Borrowers shall pay to Administrative Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing ratesissuance fee of 0.25% of the value of such Issued Letter of Credit, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The applicable Borrower agrees to pay to the Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to the Agent or Revolving Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable costs and expenses incurred by the Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required the Majority Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(fsubsection 7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to the Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been dischargedRevolving Termination Date. In addition, the Borrower Borrowers shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing ratesreasonable fees, without duplication of fees otherwise payable hereunder (including all per annum fees), a fronting fee equal to .125% per annum on the average outstanding amounts of each Letter of Credit, which fee shall be payable monthly in arrears, on the first day of each month, and other charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each of such Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The From and after the Agreement Date, each Borrower agrees shall pay to the Administrative Agent, for the account of the Revolving Loan Lenders, a fee computed each day at a rate equal to the rate per annum equal to the Applicable Margin on such day for LIBO Rate Loans on the aggregate Available Amount of all Letters of Credit outstanding and issued for such Borrowers’ account, which fee shall be due and payable quarterly in arrears on the last day of each calendar quarter (commencing with the first calendar quarter ending after the Agreement Date) and, if then unpaid, on the Maturity Date. Each such Revolving Loan Lender’s fee shall be calculated by allocating to such Revolving Loan Lender a portion of the total fee determined ratably according to such Revolving Loan Lender’s Pro Rata Share of the Revolving Loan Commitments. Issuing Bank Fee. From and after the Agreement Date, the Borrowers agree to pay to Agent for each Issuing Bank a fee calculated at a rate per annum to be agreed upon by Borrowers and such Issuing Bank on the ratable benefit face amount of the Revolving Lenders, as compensation to such Lenders for each Letter of Credit Obligations incurred hereunder, (i) without duplication issued by such Issuing Bank which fee shall be due and payable quarterly in arrears on the last day of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which such Letter of Credit was outstanding (commencing with the first calendar quarter ending after the Agreement Date) and, if then unpaid, on the Maturity Date. Additionally, the Borrowers agree to pay to each Issuing Bank, for its own account, its customary fees for issuing, amending, paying, negotiating or renewing any Letter of Credit Obligation issued by such Issuing Bank, which fees shall remain outstandingbe due and payable on the date of each such issuance, a fee (amendment, payment, negotiation or renewal. In the “Letter event of Credit Fee”) in an amount equal any inconsistency between the terms of this Agreement and the terms of any letter of credit reimbursement agreements or indemnification agreements between any Borrower and any Issuing Bank with respect to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In additionissued hereunder, the Borrower terms of this Agreement shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedcontrol.

Letter of Credit Fee. (a) The Borrower shall pay to the Administrative Agent for distribution to the Lenders with Revolving Loan Commitments on the second Business Day of each calendar quarter (which payment shall be made of all Letter of Credit Fee accrued during the immediately preceding calendar quarter which has not yet been paid) a fee (the "Letter of Credit Fee"), calculated on the amount of Letter of Credit Obligations from time to time outstanding during the immediately preceding calendar quarter at a rate per annum equal to the Applicable Margin as in effect from time to time during such immediately preceding calendar quarter. (b) The Borrower agrees to pay to Agent the Issuing Bank, for the ratable benefit its own account, a facing fee in respect of the Revolving Lenders, as compensation to such Lenders for each Letter of Credit Obligations incurred hereunderissued hereunder (the "Facing Fee"), (i) without duplication for the period from and including the date of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account issuance of such Letter of Credit Obligationsto and including the termination of such Letter of Credit, and (ii) for each calendar quarter during which computed at a rate per annum equal to 1/4 of 1% on the daily Stated Amount of such Letter of Credit; provided, that in no event shall the annual Facing Fee with respect to any Letter of Credit Obligation shall remain outstandingbe less than $500, a fee (it being agreed that, on the “date of issuance of any Letter of Credit Fee”) in an amount equal and on each anniversary thereof prior to the product termination of such Letter of Credit, $500 will be paid toward the daily undrawn face next year's Facing Fees for such Letter of Credit, which amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal shall be credited in direct order to the Applicable Margin with respect to Revolving Loans Facing Fees which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall would otherwise be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit in the succeeding annual period. Except as provided in the immediately preceding sentence, accrued Facing Fees shall be due and payable quarterly in respect arrears on the second Business Day of each calendar quarter and upon the termination of the application forTotal Revolving Loan Commitments or the first day thereafter upon which no Letters of Credit remain outstanding. (c) The Borrower shall also pay the customary charges, fees and expenses of the IssuanceIssuing Bank for the issuance, negotiation, acceptance, amendment, transfer administration and payment of, negotiation of each Letter of Credit or otherwise payable pursuant to (the application and related documentation under which such "Issuing Bank Fees"). Each determination by the Administrative Agent of Letter of Credit is IssuedFees and other fees, charges and expenses under this Section shall be conclusive and binding for all purposes, absent manifest error.

Letter of Credit Fee. The Borrower agrees Borrowers shall also pay directly to each L/C Issuer (or if applicable, the Support Provider) for its own account a fronting fee with respect to each Letter of Credit issued (or guaranteed) by it equal to 0.125% per annum of the daily maximum amount then available to be drawn under such Letter of Credit (determined without regard to whether any conditions to drawing could then be met) (the “Fronting Fee”). Borrowers shall pay to Agent the Agent, for the ratable benefit of the Revolving Revolver Lenders, as compensation a letter of credit fee with respect to such Lenders for the Letter of Credit Obligations incurred hereunderLiabilities for each Letter of Credit, (i) without duplication computed for each day from the date of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account issuance of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any to the date that is the last day a drawing is available under such Letter of Credit Obligation shall remain outstandingCredit, at a fee rate per annum equal to the Applicable Margin then applicable LIBORto Term SOFR Revolver Loans (the “Letter of Credit Fee”) in an amount equal to the product of times the daily undrawn face maximum amount of all Letters available to be drawn under such Letter of Credit Issued, guarantied (whether or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loansnot such maximum amount is then in effect under such Letter of Credit); provided, however, at Agent’s or Required Revolving Lenders’ option, while any Letter of Credit Fees otherwise payable for the account of a Specified Event Defaulting Lender with respect to any Letter of Default exists Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer (or automatically while an Event of Default under the Support Provider, as the case may be) pursuant to this Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate 2.2 shall be increased payable, to the maximum extent permitted by two percent applicable Law, to the other Revolver Lenders in accordance with the upward adjustments in their respective Pro Rata Share allocable to such Letter of Credit pursuant to Section 4.2, with the balance of such fee, if any, payable to the L/C Issuer (2.00%or the Support Provider, as the case may be) per annumfor its own account. Such fee Fronting Fees and Letter of Credit Fees shall be paid to Agent for the benefit of the Revolving Lenders (i) computed on a quarterly basis in arrears, arrears and (ii) due and payable in arrears on the first day of each calendar quarter and Fiscal Quarter, commencing with the first such date to occur after the issuance of such Letter of Credit, on the date Revolver Termination Date and thereafter on which demand. If there is any change in the Applicable Margin during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. Notwithstanding anything to the contrary contained herein, while an Event of Default exists, all L/C Reimbursement Obligations have been dischargedLetter of Credit Fees shall accrue at the Default Rate. In addition, the Borrower Borrowers shall pay promptly to any the L/C Issuer (or reimburse the Support Provider for) any prospective L/C Issuerfronting or other fees, as appropriate, on demand, such L/C Issuer’s costs or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer that it may charge in respect of fronting risk connection with respect to such any Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is IssuedCredit.

Letter of Credit Fee. The Each Borrower agrees (a) to pay to Agent the Agent, for the ratable benefit account of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunderin accordance with their respective Pro Rata Shares, (i) without duplication for each Commercial Letter of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by Credit issued for the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Borrower, a fee (the "Commercial Letter of Credit Obligations, Fee") equal to the Applicable Margin for the Commercial Letter of Credit Fee and (ii) for each calendar quarter during which any Standby Letter of Credit Obligation shall remain outstandingissued for the account of such Borrower, a fee (the “"Standby Letter of Credit Fee”") in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect for LIBOR Loans, (b) to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid pay to the Agent for the benefit of the Revolving Lenders applicable Letter of Credit Issuer a fronting fee (the "Fronting Fee") of one-eighth of one percent (.125%) of the undrawn face amount of each Letter of Credit issued for the account of such Borrower, and (c) to pay to the applicable Letter of Credit Issuer, such out-of-pocket costs, fees and expenses incurred by the Letter of Credit Issuer in arrearsconnection with the application for, processing of, issuance of, or amendment to any Letter of Credit issued for the account of such Borrower, as the applicable Letter of Credit Issuer and such Borrower shall agree upon, but which costs, fees and expenses shall not include the Fronting Fee. The Commercial Letter of Credit Fee and the Standby Letter of Credit Fee shall be payable monthly in arrears on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to month following any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer month in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such a Letter of Credit is Issuedoutstanding and on the Termination Date. The Fronting Fee shall be payable on each date of issuance or renewal (automatic or otherwise) of each Letter of Credit. All fees described in this Section 2.6 shall be computed on the basis of a year of 365 or 366 days, as applicable, for the actual number of days elapsed.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter Fiscal Quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter Fiscal Quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The applicable Borrower agrees to pay to the Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to the Agent or Revolving Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable costs and expenses incurred by the Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required the Majority Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(fsubsection 7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to the Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been dischargedRevolving Termination Date. In addition, the Borrower Borrowers shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing ratesreasonable fees, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each of such Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The Borrower agrees to Borrowers shall pay to the Administrative Agent for the account of the Lenders quarterly in arrears on the first day of each October, January, April and July, an issuing fee equal to the greater of (x) $100 per fiscal quarter and (y) the Applicable Margin for Eurodollar Rate Loans (which percentage shall be increased by 2% per annum after the occurrence of any Default), calculated on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed (including the first day but excluding the last day), on the average undrawn and unexpired amount of such Letter of Credit during the period for which such Letter of Credit is issued or renewed. Solely for purposes of calculating the average undrawn and unexpired amount of a Letter of Credit (referenced in the immediately preceding sentence), the amounts that have been funded by the Issuing Bank and not reimbursed by the Borrowers shall be deemed to continue to be outstanding under such Letter of Credit until the date the Lenders are required to make payment to the Issuing Bank pursuant to Section 2.2(e). Such fee will be paid quarterly in arrears to the Administrative Agent for the ratable benefit of the Revolving Lenders; provided that, as compensation any such issuing fees otherwise payable for the account of a Defaulting Lender with respect to such Lenders for any Letter of Credit Obligations incurred hereunderas to which such Defaulting Lender has not provided Cash Collateral pursuant to Section 2.27(a)(ii) satisfactory to the Issuing Bank shall be payable, (i) without duplication of costs and expenses otherwise payable to Agent or the maximum extent permitted by applicable law, to the other Lenders hereunder or fees otherwise paid by in accordance with the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit Obligationspursuant to Section 2.27(a)(iv), and (ii) for each calendar quarter during which any Letter with the balance of Credit Obligation shall remain outstandingsuch fee, a fee (the “Letter of Credit Fee”) in an amount equal if any, payable to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal Issuing Bank for its own account. The Borrowers also agree to pay on demand to the Applicable Margin Issuing Bank for its own account its customary letter of credit transactional fees and expenses, including amendment fees, payable with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event each Letter of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate Credit. The Borrowers shall be increased by two percent (2.00%) per annum. Such fee shall be paid pay to Agent for the benefit of the Revolving Lenders Issuing Bank quarterly in arrears, arrears on the first day of each calendar October, January, April and July, a fronting fee equal to the greater of (x) $125 per fiscal quarter and (y) 0.25% per annum on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication average undrawn and unexpired amount of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of during the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under period for which such Letter of Credit is Issuedissued or renewed, calculated on a basis of a year of 365 or 366 days, as the case may be, and actual days elapsed (including the first day but excluding the last day).

Letter of Credit Fee. The Each Borrower agrees (a) to pay to Agent the Agent, for the ratable benefit account of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunderin accordance with their respective Pro Rata Shares, (i) without duplication for each Commercial Letter of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by Credit issued for the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstandingBorrower, a fee (the “"Commercial Letter of Credit Fee”") in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by at a per annum rate equal to the Applicable Margin with respect for the Commercial Letter of Credit Fee multiplied by the maximum amount available to Revolving be drawn on such Commercial Letter of Credit and (ii) for each Standby Letter of Credit issued for the account of such Borrower, a fee (the "Standby Letter of Credit Fee") at a per annum rate equal to the Applicable Margin for LIBOR Loans which are LIBOR Rate Loans; providedmultiplied by the maximum amount available to be drawn on such Standby Letter of Credit, however(b) to pay to the applicable Letter of Credit Issuer a fronting fee (the "Fronting Fee") of one-eighth of one percent (.125%) of the undrawn face amount of each Letter of Credit issued for the account of such Borrower, at Agent’s or Required Revolving Lenders’ option, while a Specified Event and (c) to pay to the applicable Letter of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists)Credit Issuer, such rate out-of-pocket costs, fees and expenses incurred by the Letter of Credit Issuer in connection with the application for, processing of, issuance of, or amendment to any Letter of Credit issued for the account of such Borrower, as the applicable Letter of Credit Issuer and such Borrower shall agree upon, but which costs, fees and expenses shall not include the Fronting Fee. The Commercial Letter of Credit Fee and the Standby Letter of Credit Fee shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders payable monthly in arrears, arrears on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to month following any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer month in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such a Letter of Credit is Issuedoutstanding and on the Termination Date. The Fronting Fee shall be payable on each date of issuance or renewal (automatic or otherwise) of each Letter of Credit. All fees described in this Section 2.6 shall be computed on the basis of a year of 365 or 366 days, as applicable, for the actual number of days elapsed.

Letter of Credit Fee. The Borrower agrees to shall pay to Administrative Agent for the ratable benefit account of the Revolving Lenders, as compensation to such Lenders for each Lender in accordance with its Pro Rata Share a Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable L/C Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.7. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Maturity Date and thereafter on demand. If there is any change in the Applicable L/C Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable L/C Rate separately for each period during such quarter that such Applicable L/C Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Requisite Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. SMRH:4838-5569-6023.10 -69- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement (b) Fronting Fee and Documentary and Processing Charges Payable to Issuing Lender. Borrower shall pay directly to each Issuing Lender for its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a 12.5 basis points (0.125%) per annum rate equal on the amount available under such Letter of Credit. Such fronting fee shall be due and payable in full by Borrower to the Applicable Margin applicable Issuing Lender, with respect to Revolving Loans which are LIBOR Rate Loans; providedeach Letter of Credit, howeverquarterly in arrears on the first Business Day after the end of each March, at Agent’s or Required Revolving Lenders’ optionJune, while a Specified Event September and December commencing with the first such date to occur after the issuance of Default exists (or automatically while an Event such Letter of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrearsCredit, on the first day Letter of each calendar quarter Credit Maturity Date and thereafter on demand. For purposes of computing the date on which all L/C Reimbursement Obligations have been discharged. In additiondaily amount available to be drawn under any Letter of Credit, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication amount of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and shall be determined in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedaccordance with Section 1.

Letter of Credit Fee. The Borrower agrees to Borrowers shall pay to Administrative Agent (for the ratable benefit of the Revolving Credit Lenders), as compensation to such Lenders for a Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit L/C Fee”) (which fee shall be in an amount equal addition to the product of the daily undrawn face amount of all Letters of Credit Issuedfronting fees and commissions, guarantied or supported by risk participation agreements multiplied by other fees, charges and expenses set forth in Section 2.03(k)) that shall accrue at a per annum rate equal to the Applicable Margin Rate then in effect for Eurodollar RateSOFR Loans with respect to the Revolving Loans which are LIBOR Rate LoansCredit Facility times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists that (or automatically while an Event of Default under Section 8.1(a), 8.1(fi) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or Fee otherwise payable for the account of a Defaulting Lender with respect to any prospective Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C IssuerIssuer pursuant to this Section 2.03 and as to which the Fronting Exposure of such Defaulting Lender has been reallocated to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.16(a)(iv) shall be payable, as appropriateto the maximum extent permitted by applicable Law, on demand, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication Letter of fees otherwise payable hereunder (including all per annum feesCredit pursuant to Section 2.16(a)(iv), charges and expenses with the balance of such L/C Issuer or prospective Fee, if any, payable to the applicable L/C Issuer for its own account and (ii) for the avoidance of doubt, the L/C Fee shall be due and payable in respect full regardless of fronting risk whether all or a portion of the Letters of Credit outstanding have been Cash Collateralized. Such L/C Fee shall be computed on a quarterly basis in arrears. Such L/C Fee shall be due and payable in Dollars on each calendar day immediately following the last calendar day of each January, April, July and October, commencing with respect the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in respect the Applicable Rate during any quarter, the daily maximum amount of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to shall be computed and multiplied by the application and related documentation under which Applicable Rate separately for each period during such Letter of Credit is Issuedquarter that such Applicable Rate was in effect.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal Winnebago Credit Agreement 41858764 to the product of the average daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(asubsection 7.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower Borrowers shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The applicable Borrower agrees to pay to the Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to the Agent or Revolving Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable costs and expenses incurred by the Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or the Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(fsubsection 7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to the Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been dischargedRevolving Termination Date. In addition, the Borrower Borrowers shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing ratesreasonable fees, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each of such Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The U.S. Borrowers (with respect to U.S. Letters of Credit) and the Canadian Borrower agrees (solely with respect to Canadian Letters of Credit) agree to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, (ii) a fronting fee equal to 0.125% per annum on the face amount outstanding of all Letters of Credit Issued, payable monthly in arrears and (iiiii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “"Letter of Credit Fee”") in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans or CDOR Loans, as applicable; provided, however, at Agent’s or the Required Revolving Lenders’ ' option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall shall, subject to the Interest Act (Canada), be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Applicable Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s 's or prospective L/C Issuer’s 's customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to shall pay to the Agent for the ratable benefit of the Revolving Lendersa fee (in each case, as compensation to such Lenders for a "Letter of Credit Obligations incurred hereunderFee") (a) in respect of each standby Letter of Credit issued pursuant to this Credit Agreement, (i) without duplication equal to the Applicable Margin specified for such standby Letter of costs and expenses otherwise payable to Agent Credit at the date of issuance, extension or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account renewal of such Letter of Credit Obligationsmultiplied by the face amount of each such Letter of Credit, and (ii) for PLUS an issuance fee in respect of each calendar quarter during which any standby Letter of Credit Obligation shall remain outstandingequal to an amount agreed by between the Borrower and the Issuing Bank, a fee for the account of the Issuing Bank only, (the “"STANDBY FRONTING FEE"), and the Agent shall in turn remit to each Bank its PRO RATA portion of such Letter of Credit Fee (but not the Standby Fronting Fee”, which is for the account of the Issuing Bank only) and (b) in an amount equal to the product respect of the daily undrawn face amount of all Letters each documentary Letter of Credit Issuedissued pursuant to this Credit Agreement, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with specified for such documentary Letter of Credit at the date of issuance, extension or renewal of such Letter of Credit multiplied by the face amount of each such Letter of Credit or any subsequent increases in the face amount, PLUS the Applicable Margin PLUS an issuance fee in respect of each documentary Letter of Credit equal to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists $125.00 (or automatically while an Event of Default under Section 8.1(athe "DOCUMENTARY FRONTING FEE"), 8.1(f) or 8.1(g) existsand the Agent shall in turn remit to each Bank its PRO RATA portion of such Letter of Credit Fee (but not the Documentary Fronting Fee, which is for the account of the Issuing Bank only), such rate . The Letter of Credit Fee for each Letter of Credit shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders payable quarterly in arrears, arrears on the first day of each calendar quarter and for the immediately preceding calendar quarter commencing on the first such date following the Closing Date with a final payment on the Revolving Credit Maturity Date or an earlier date on which all L/C Reimbursement Obligations have been dischargedthe Commitment shall terminate, in each case to be first preceded by a notice and invoice from the Agent specifying the amount due and payable. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuerthe Issuing Bank, as appropriate, on demandfor its own account, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing ratesother issuance, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceprocessing, negotiation, acceptance, amendment, transfer amendment and payment of, each Letter of Credit or otherwise payable pursuant to administrative fees as the application and related documentation under which such Letter of Credit is IssuedIssuing Bank may customarily require.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified an Event of Default exists (or automatically while an Event of Default under Section 8.1(asubsection 7.1(a), 8.1(f7.1(f) or 8.1(g7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issuedissued, guarantied guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or the Required Revolving Lenders’ option, while a Non-Specified Event of Default exists (or automatically while an a Specified Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders monthly in arrears, on the first day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on promptly (and, in any event, within three (3) Business Days) after demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing ratesreasonable fees, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issuedissued.

Letter of Credit Fee. The Borrower agrees to pay (i) without duplication of costs and expenses otherwise payable to Revolver Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Revolver Agent or any L/C Issuer on account of any Letter of Credit Obligations, and (ii) to Revolver Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all outstanding Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate LIBORSOFR Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event during the continuance of Default exists (or automatically while an any Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) existssubsection 7.1(a), such rate shall be increased by two percent (2.00%) bear interest at such rate plus an additional 2.0% per annum. Such fee shall be paid to Revolver Agent for the benefit of the Revolving Lenders in arrears, on the first day last Business Day of each calendar quarter Fiscal Quarter, commencing with the Issuance of such Letter of Credit, and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuanceissuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to pay to Administrative Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Administrative Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Administrative Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount available balance of all outstanding Letters of Credit IssuedCredit, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate SOFR Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Administrative Agent for the benefit of the Revolving Lenders in arrears, on the first fifteenth (15th) day of each calendar quarter (commencing with the fifteenth (15th) day following the second full fiscal quarter after the Closing Date) (subject to Section 2.15(d))) and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to Administrative Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s 's or prospective L/C Issuer’s 's customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued, in each case to the extent such L/C Issuer or prospective L/C Issuer is charging such amounts to similarly situated borrowers.

Letter of Credit Fee. The Borrower agrees Borrowers agree to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the BorrowerBorrowers, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter month during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall automatically be increased by two percent (2.00%) per annumannum at any time that the interest rate is increased by 2% pursuant to Section 2.3(c). Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first last day of each calendar quarter month and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower Borrowers shall pay to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate SOFR Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

Letter of Credit Fee. The Borrower agrees to Borrowers shall pay to Administrative Agent (for the ratable benefit of the Revolving Credit Lenders), as compensation to such Lenders for a Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit L/C Fee”) (which fee shall be in an amount equal addition to the product of the daily undrawn face amount of all Letters of Credit Issuedfronting fees and commissions, guarantied or supported by risk participation agreements multiplied by other fees, charges and expenses set forth in Section 2.03(k)) that shall accrue at a per annum rate equal to the Applicable Margin Rate then in effect for Eurodollar Rate Loans with respect to the Revolving Loans which are LIBOR Rate LoansCredit Facility times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event of Default exists that (or automatically while an Event of Default under Section 8.1(a), 8.1(fi) or 8.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or Fee otherwise payable for the account of a Defaulting Lender with respect to any prospective Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C IssuerIssuer pursuant to this Section 2.03 and as to which the Fronting Exposure of such Defaulting Lender has been reallocated to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.16(a)(iv) shall be payable, as appropriateto the maximum extent permitted by applicable Law, on demand, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication Letter of fees otherwise payable hereunder (including all per annum feesCredit pursuant to Section 2.16(a)(iv), charges and expenses with the balance of such L/C Issuer or prospective Fee, if any, payable to the applicable L/C Issuer for its own account and (ii) for the avoidance of doubt, the L/C Fee shall be due and payable in respect full regardless of fronting risk whether all or a portion of the Letters of Credit outstanding have been Cash Collateralized. Such L/C Fee shall be computed on a quarterly basis in arrears. Such L/C Fee shall be due and payable in Dollars on each calendar day immediately following the last calendar day of each January, April, July and October, commencing with respect the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in respect the Applicable Rate during any quarter, the daily maximum amount of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to shall be computed and multiplied by the application and related documentation under which Applicable Rate separately for each period during such Letter of Credit is Issuedquarter that such Applicable Rate was in effect.

Letter of Credit Fee. The Subject to Sections 2.15, the Borrower agrees to Party that is the applicant for a Letter of Credit shall pay to Administrative Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstandingCommitted Lender in accordance with its Repayment Percentage, a fee (the “Letter of Credit Fee”) in an amount for each such Letter of Credit equal to the product of the daily undrawn face amount of all Applicable Margin for Letters of Credit Issuedper annum times the daily amount available to be drawn under each such Letter of Credit; provided, guarantied however that any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral or supported other credit support arrangements satisfactory to the Letter of Credit Issuer pursuant to Section 2.08 shall be payable, to the maximum extent permitted by risk participation agreements applicable law, to the other Committed Lenders in accordance with their respective Repayment Percentages (without giving effect to the Letter of Credit Liability held by each Defaulting Lender), with the balance of such fee, if any, payable to the Letter of Credit Issuer for its own account. Such fee shall be: (i) due and payable in quarterly installments in arrears on the first Business Day of each calendar quarter for the preceding calendar quarter, commencing on the first such date to occur after the issuance of any Letter of Credit, on the Maturity Date, and thereafter (if applicable) on demand; and (ii) computed quarterly in arrears. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.05. If there is any change in the Applicable Margin for Letters of Credit during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Margin for Letters of Credit separately for each period during such quarter that such Applicable Margin for Letters of Credit was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, such fee shall accrue at a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, at Agent’s or Required Revolving Lenders’ option, while a Specified Event for Letters of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), such rate shall be increased by Credit plus two percent (2.002%) per annum). Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of fronting risk with respect to such Letter of Credit and in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.4879-7367-7649 v.18

Letter of Credit Fee. The applicable Borrower agrees to shall pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (ia) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the daily undrawn face amount of all Letters of Credit Issued, guarantied or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin on the Maximum Drawing Amount of the Letters of Credit (other than Performance Letters of Credit), in Dollars, to the Administrative Agent for the account of the Lenders, to be shared pro rata by the Lenders in accordance with respect their respective Commitment Percentages and (b) a fee equal to Revolving Loans which are LIBOR Rate Loansone-half of the Applicable Margin on the Maximum Drawing Amount of the Performance Letters of Credit (the “Performance Letter of Credit Fee”, collectively with the Letter of Credit Fee, the “Letter of Credit Fees”) to the Administrative Agent for the account of the Lenders, to be shared pro rata by the Lenders in accordance with their respective Commitment Percentages; provided, however, at Agent’s or Required Revolving Lenders’ option, while any Letter of Credit Fees otherwise payable for the account of a Specified Event Defaulting Lender with respect to any Letter of Default exists (or automatically while an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) exists), Credit as to which such rate Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank pursuant to this §4.9 shall be increased payable, to the maximum extent permitted by two percent (2.00%) per annum. Such fee shall be paid applicable Law, to Agent for the benefit of the Revolving other Lenders in arrears, on accordance with the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay to any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer upward adjustments in respect of fronting risk with respect their respective Commitment Percentages allocable to such Letter of Credit and in respect pursuant to §5.14.1(d), with the balance of such fee, if any, payable to the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Issuing Bank for its own account. The Letter of Credit or otherwise Fees shall be payable pursuant quarterly in arrears on the first day following the end of each calendar quarter for the quarter just ended, with the first such payment commencing on the first such date following the date hereof, and on the Loan Maturity Date. In addition, a fronting fee equal to the application percentage separately agreed upon in a letter between the applicable Borrower and related documentation the applicable Issuing Bank, computed on the amount available to be drawn under which such Letter of Credit is Issued.shall be payable quarterly in arrears by the applicable Borrower to such Issuing Bank for its account in accordance with the terms of such letter, and the applicable Borrower shall pay to such Issuing Bank any amendment, negotiation or document examination and other administrative fees charged by such Issuing Bank in connection with Letters of Credit as in effect from time to time. DB3/ 204224713.6 58