Common use of Letter of Credit Fee Clause in Contracts

Letter of Credit Fee. GWI shall, on the first day of each calendar quarter for the immediately preceding calendar quarter, pay a fee (in each case, a “Letter of Credit Fee”) to the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own account.

Letter of Credit Fee. GWI shallSubject to Sections 2.15, on the first day Borrower Party that is the applicant for a Letter of Credit shall pay to Administrative Agent for the account of each calendar quarter for the immediately preceding calendar quarterCommitted Lender in accordance with its Repayment Percentage, pay a fee (in each case, a the “Letter of Credit Fee”) to the Administrative Agent in respect of for each such Letter of Credit at a rate per annum equal to the Applicable Margin with respect to for Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of times the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, however that any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender Letter of Credit Issuer pursuant to this §5.10 Section 2.08 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Committed Lenders in accordance with the upward adjustments in their respective Commitment Repayment Percentages allocable (without giving effect to such the Letter of Credit pursuant to §6.17(a)(ivLiability held by each Defaulting Lender), with the balance of such fee, if any, payable to the Issuing Lender 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 rate equal to the Applicable Margin for Letters of Credit plus two percent (2%).

Letter of Credit Fee. GWI shallThe 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 for and on the immediately preceding calendar quarter, pay a fee (in each case, a “Letter of Credit Fee”) to the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lenderdate on which all L/C Reimbursement Obligations have been discharged. In addition, GWI the Borrower shall pay to the Administrative Agentany L/C Issuer or any prospective L/C Issuer, for the account as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of the Issuing Lender, fees otherwise payable hereunder (a) a fee at a rate including all per annum equal to one-eighth fees), charges and expenses of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December L/C Issuer or prospective L/C Issuer in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 otherwise payable for the account of a Defaulting Lender fronting risk with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, 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 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 §6.17(a)(iv), with the balance application and related documentation under which such Letter of such fee, if any, payable to the Issuing Lender for its own accountCredit is Issued.

Letter of Credit Fee. GWI shallIn consideration of the L/C Commitment hereunder, on the first day of each calendar quarter Borrower agrees to pay to the Administrative Agent for the immediately preceding calendar quarter, pay a ratable benefit of the Revolving Lenders an annual fee (in each case, a the “Letter of Credit Fee”) with respect to the Administrative Agent in respect of each Letter of Credit at a rate issued hereunder equal to (A) the Applicable Rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by (B) the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the average daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letters of Credit) from the date of issuance to the date of expiration. The Letter of Credit Fee shall be determined in accordance with §5.8) computed on a quarterly basis in arrears, such fee arrears and shall be due and payable quarterly in arrears on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)December, commencing with on the first such date to occur after the issuance of such Letter of CreditClosing Date, and on the Letter of Credit Expiration Date and (and, if applicable, thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender); provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender L/C Issuer pursuant to this §5.10 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 Revolving Commitment Percentages Percentage allocable to such Letter of Credit pursuant to §6.17(a)(ivSection 2.15(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender L/C Issuer for its own account.

Letter of Credit Fee. GWI shallThe 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 first day ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, for each calendar quarter for the immediately preceding calendar quarterduring which any Letter of Credit Obligation shall remain outstanding, pay a fee (in each case, a the “Letter of Credit Fee”) in an amount equal to the Administrative Agent in respect product of each Letter the average daily undrawn face amount of all outstanding Letters of Credit at multiplied by a rate per annum rate equal to the Applicable Margin with respect to Letters Revolving Loans which are LIBOR Loans; provided, however, during the continuance of Credit multiplied by the face amount any Event of Default under subsection 7.1(a), such Letter of Creditrate shall bear interest at such rate plus an additional 2.0% per annum. Such Letter of Credit Fee fee shall be allocated pro rata (according paid to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, Revolver Agent for the account benefit of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis Revolving Lenders in arrears, such fee shall be due and payable on the first last Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)Fiscal Quarter, commencing with the first such date to occur after the issuance 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, on demand, such 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 in respect of the application for, and the issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees otherwise payable pursuant to clauses (a) the application and (b) of this §5.10 otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to related documentation under which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountis Issued.

Letter of Credit Fee. GWI shall, on the first day of each calendar quarter for the immediately preceding calendar quarter, The applicable Borrower shall pay (a) a fee (in each case, a the “Letter of Credit Fee”) to the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to on the Maximum Drawing Amount of the Letters of Credit multiplied by the face amount of such Letter (other than Performance Letters of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition), GWI shall pay in Dollars, to the Administrative Agent, Agent for the account of the Issuing LenderLenders, to be shared pro rata by the Lenders in accordance with their respective Commitment Percentages and (ab) a fee at a rate per annum equal to one-eighth half of one percent (0.125%) computed the Applicable Margin on the Dollar Equivalent Maximum Drawing Amount of the daily amount available to be drawn under such Performance Letters of Credit (the “Performance Letter of Credit (to be determined in accordance Fee”, collectively with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demandFee, and (bthe “Letter of Credit Fees”) standard issuanceto the Administrative Agent for the account of the Lenders, extension, processing, negotiating, amendment and administration fees, as determined to be shared pro rata by the Lenders in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lendertheir respective Commitment Percentages; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender Bank pursuant to this §5.10 4.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv5.14.1(d), with the balance of such fee, if any, payable to the Issuing Lender 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 on the Loan Maturity Date. In addition, an issuing fee (the “Issuance Fee”) equal to one eighth percent (1/8%) of the Maximum Drawing Amount with respect to each Letter of Credit shall be payable by the applicable Borrower to the Issuing Bank for its account and 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 as in effect from time to time.

Letter of Credit Fee. GWI shallThe Borrower shall pay to the Agent a fee (in each case, a “Letter of Credit Fee”), in Dollars, with respect to each Letter of Credit in an amount equal to the Applicable Letter of Credit Percentage of the Dollar Equivalent of the maximum aggregate amount available to be drawn under such Letter of Credit (excluding, at any time of determination, amounts that have been drawn under such Letter of Credit and are not available to be re-drawn), which fee (a) shall be payable quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarter, pay with a fee (in each case, a “Letter of Credit Fee”) to final payment on the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount expiry date of such Letter of Credit. Such Credit or any earlier date on which the Commitments shall terminate (which Letter of Credit Fee shall be allocated pro rata pro-rated for any calendar quarter in which such Letter of Credit is issued, drawn upon or otherwise reduced or terminated) and (according b) subject to §5.12, shall be for the applicable Commitment Percentagesaccounts of the Revolving Credit Banks as follows: (i) an amount equal to each Applicable Lender. In addition, GWI 0.125% per annum of the Letter of Credit Fee shall pay to the Administrative Agent, be for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under Fronting Bank that issued such Letter of Credit and (to be determined in accordance with §5.8ii) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end remainder of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and Fee shall be for the accounts of the Revolving Credit Banks (bincluding each Fronting Bank as a Revolving Credit Bank) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined pro rata in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable Percentages. In addition, the Borrower shall pay to such Letter of Credit pursuant to §6.17(a)(iv)each Fronting Bank, with the balance of such fee, if any, payable to the Issuing Lender for its own account, in Dollars, an amount equal to such Fronting Bank’s reasonable and customary costs and expenses incurred in connection with the issuance and/or administration of the Letters of Credit.

Letter of Credit Fee. GWI shallDuring the Term and thereafter for so long as any Letter of Credit shall be outstanding, on the first day of each calendar quarter Borrower shall pay to Administrative Agent, for the immediately preceding calendar quarteraccount of the Lenders in proportion to their interests in respect of issued and undrawn Letters of Credit issued for the account of such Borrower, pay a fee (in each case, a “Letter of Credit Fee”) to the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin on the daily average of such issued and undrawn Letters of Credit, which fee 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 that (i) any time and so long as an Event of Default pursuant to Section 6.3(a) (with respect to Letters 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 multiplied by Fee for such Borrower shall be increased to a rate per annum equal to the face amount of such Letter of CreditApplicable Margin plus 2.000%. Such The Letter of Credit Fee shall be allocated pro rata (according payable 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 applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under extent that such Letter of Credit (to be determined in accordance with §5.8has been cash collateralized as a result of the provisions of Section 6.7 or 9.15(b) on a quarterly basis in arrearshereof. Notwithstanding the foregoing or any other provision of this Agreement, such fee no Loan Party shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date required to occur after the issuance of such Letter of Credit, on the pay a Letter of Credit Expiration Date and thereafter Fee to any Lender for any day on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, which such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 otherwise payable for the account of Lender is a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own account.Lender

Letter of Credit Fee. GWI shallThe 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 first day ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, for each calendar quarter for the immediately preceding calendar quarterduring which any Letter of Credit Obligation shall remain outstanding, pay a fee (in each case, a the “Letter of Credit Fee”) in an amount equal to the Administrative Agent in respect product of each Letter the average daily undrawn face amount of all outstanding Letters of Credit at multiplied by a rate per annum rate equal to the Applicable Margin with respect to Letters Revolving Loans which are SOFR Loans; provided, however, during the continuance of Credit multiplied by the face amount any Event of Default under subsection 7.1(a), such Letter of Creditrate shall bear interest at such rate plus an additional 2.0% per annum. Such Letter of Credit Fee fee shall be allocated pro rata (according paid to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, Revolver Agent for the account benefit of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis Revolving Lenders in arrears, such fee shall be due and payable on the first last Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)Fiscal Quarter, commencing with the first such date to occur after the issuance 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, on demand, such 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 in respect of the application for, and the issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees otherwise payable pursuant to clauses (a) the application and (b) of this §5.10 otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to related documentation under which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountis Issued.

Letter of Credit Fee. GWI shall, on The Borrower shall pay to the first day Administrative Agent for the account of each calendar quarter for the immediately preceding calendar quarter, pay Lender in accordance with its pro rata share a Letter of Credit fee (in each case, a the “Letter of Credit Fee”) to the Administrative Agent in respect of for each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on Percentage times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Adequate Assurance satisfactory to the Issuing Lender L/C Issuer pursuant to this §5.10 Section 2.03 and Section 2.15 shall be payablepayable into the Defaulting Lender Account or, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages pro rata share allocable to such Letter of Credit pursuant to §6.17(a)(ivSection 2.15(a)(viii), with the balance of such fee, if any, payable to the Issuing Lender 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 arrears. If there is any change in the Applicable Percentage during any quarter, the daily amount available to be drawn under each 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 occurrence and during the continuance of an Event of Default, Letter of Credit Fees shall accrue at the Default Rate as provided herein.

Letter of Credit Fee. GWI shallThe 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 Borrowers, all customary costs and expenses incurred by Agent or any L/C Issuer on account of such Letter of Credit Obligations, and (ii) for each calendar 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, 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 Lenders’ option, while an Event of Default exists (or automatically while an Event of Default under subsection 7.1(a), 7.1(f) or 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 for month and on the immediately preceding calendar quarterdate on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrowers shall pay a fee 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 fees in an amount from time to time agreed between the applicable Borrower and such L/C Issuer, without duplication of fees otherwise payable hereunder (in each caseincluding all per annum fees), a “Letter plus customary charges and expenses of Credit Fee”) to the Administrative Agent such L/C Issuer or prospective L/C Issuer in respect of the application for, and the issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit at a rate per annum equal or otherwise payable pursuant to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn application and related documentation under which such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountis issued.

Letter of Credit Fee. GWI shallThe 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, that automatically while any Event of Default under Sections 7.1(a), 7.1(f) or 7.1(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 for and on the immediately preceding calendar quarterdate on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay a fee (in each case, a “Letter of Credit Fee”) to the Administrative Agent 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 rates (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 the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit at a rate per annum equal or otherwise payable pursuant to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn application and related documentation under which such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountis Issued.

Letter of Credit Fee. GWI shallThe 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, multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are Eurodollar Loans. 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 for (commencing January 1, 2021 (subject to Section 2.15(d))) and on the immediately preceding calendar quarterdate on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay a fee 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 (in each caseincluding all per annum fees), a “Letter charges and expenses of Credit Fee”) to the Administrative Agent such L/C Issuer or prospective L/C Issuer in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit at a rate per annum equal or otherwise payable pursuant to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn application and related documentation under which such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereofis Issued, in the each case of the first payment), 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 (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant extent such L/C Issuer or prospective L/C Issuer is charging such amounts to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountsimilarly situated borrowers.

Letter of Credit Fee. GWI shall, on the first day of each calendar quarter Borrowers agree to pay (A) to Agent for the immediately preceding calendar quarterratable benefit of the Revolving Lenders, pay as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, for each Fiscal Quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (in each case, a the “Letter of Credit Fee”) in an amount equal to the Administrative Agent in respect product of each Letter the average daily undrawn face amount of all Letters of Credit at issued, guaranteed or supported by risk participation agreements multiplied by a rate per annum rate equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges Revolving Loans which are customarily made by the Issuing LenderLIBOR Rate Loans; provided, however, any Letter at Agent’s or Required Lenders’ option, while an Event of Credit Fees Default exists (or fees payable pursuant to clauses automatically while an Event of Default under Section 7.1(f) or 7.1(g) exists), such rate shall be increased by two percent (a2.00%) per annum, and (bB) of this §5.10 otherwise payable for to the account of a Defaulting Lender L/C Issuer with respect to any each Letter of Credit as Credit, (x) a fronting fee which shall accrue at a rate equal to which such Defaulting Lender has not provided Cash Collateral satisfactory to 0.25% per annum on the Issuing Lender pursuant to this §5.10 shall be payable, to the maximum extent permitted by average daily undrawn face amount applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable 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 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 last Business Day of each Fiscal Quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, 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 the application for, and the issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to §6.17(a)(iv), with the balance application and related documentation under which such Letter of such fee, if any, payable to the Issuing Lender for its own accountCredit is issued.

Letter of Credit Fee. GWI shallIn consideration of the L/C Commitment hereunder, on the first day of each calendar quarter Borrowers agree to pay to the Administrative Agent for the immediately preceding calendar quarter, pay a ratable benefit of the Lenders an annual fee (in each case, a the “Letter of Credit Fee”) with respect to the Administrative Agent in respect of each Letter of Credit at a rate issued hereunder equal to (A) the Applicable Percentage per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by (B) the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the average daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letters of Credit) from the date of issuance to the date of expiration. The Letter of Credit Fee shall be determined in accordance with §5.8) computed on a quarterly basis in arrears, such fee arrears and shall be due and payable quarterly in arrears on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)December, commencing with on the first such date to occur after the issuance of such Letter of CreditClosing Date, and on the Letter of Credit Expiration Date and (and, if applicable, thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender); provided, however, that (1) no Letter of Credit Fees shall accrue in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 otherwise payable for the account accrued in favor of a Defaulting Lender with respect during the period prior to any Letter of Credit as to which the time such Lender became a Defaulting Lender has and unpaid at such time shall not provided Cash Collateral satisfactory to be payable by the Issuing Borrower so long as such Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accounta Defaulting Lender.

Letter of Credit Fee. GWI shallThe 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 Borrower 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) on the first day last Business Day of each calendar quarter for during which any Letter of Credit Obligation shall remain outstanding, an amount (the immediately preceding calendar quarter, pay a fee (in each case, a “Letter of Credit Fee”) equal to the Administrative Agent in respect product of each Letter the average daily undrawn face amount of all Letters of Credit at Issued, guaranteed or supported by risk participation agreements multiplied by a rate per annum rate equal to the Applicable Margin with respect to Letters Revolving Loans which are LIBOR Rate Loans; provided, however, that automatically while any Event of Default under Section 7.1(a) or, solely with respect to the Borrower, Section 7.1(f) or 7.1(g) is continuing, such rate shall be increased by two percent (2.00%) per annum 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. Subject to the preceding sentence, such Letter of Credit multiplied by Fee shall be paid to the Agent for the benefit of the Revolving Lenders quarterly in arrears, on the 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 rates (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. Such ), 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 the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit Fee shall be allocated pro rata (according or otherwise payable pursuant to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn application and related documentation under which such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountis Issued.

Letter of Credit Fee. GWI shall, on the first day of each calendar quarter for the immediately preceding calendar quarter, The Borrower agrees to pay a fee (in each case, a “Letter of Credit Fee”) to the Administrative Agent in respect (a) ratably for the account of each Lender, a letter of credit fee for the term of such Letter of Credit at a the rate per annum equal to the Applicable Margin with respect to Letters aggregate face amount outstanding of such Letter of Credit multiplied by (i) in the face amount case of such Letter Performance Letters of Credit. Such , subject to Section 2.10(c), the then Applicable Performance Letter of Credit Fee shall be allocated pro rata Percentage and (according to the applicable Commitment Percentagesii) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter Financial Letters of Credit, on the then Applicable Financial Letter of Credit Expiration Date and thereafter on demandFee Percentage, and (b) standard 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 such Letter of Credit and the applicable Issuing Lender’s customary processing fees for the issuance, extension, processing, negotiating, amendment and administration feesor renewal of the Letter of Credit. The fee for any Letter of Credit issued by any Issuing Lender hereunder, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) above (the “Letter of this §5.10 otherwise Credit Fee”), shall be payable for quarterly in arrears on the account last day of a Defaulting Lender with respect each Fiscal Quarter, on the Revolving Commitment Termination Date and on the earliest of the cancellation, expiration or return of such Letter of Credit to the applicable Issuing Lender; provided that if any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory is canceled and/or returned to the applicable Issuing Lender pursuant to this §5.10 shall be payable, prior to the maximum extent permitted expiration thereof, the Borrower shall from time to time, upon demand by applicable Lawsuch Issuing Lender and/or any Lender therefor, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable immediately pay to such Issuing Lender and/or such Lender additional amounts sufficient to compensate it for its expenses not covered by a previously received Letter of Credit pursuant Fee. A certificate as to §6.17(a)(iv), with the balance amount of such fee, if any, payable expenses submitted to the Borrower and the Administrative Agent by such Issuing Lender for its own accountand/or such Lender, showing in reasonable detail the calculation thereof, shall be presumptive evidence of such amount.

Letter of Credit Fee. GWI shall, on (i) The Borrower agrees to pay to the first day of each calendar quarter Administrative Agent for the immediately preceding calendar quarterratable benefit of Revolving Lenders, pay 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, for each day during any month in which any L/C Obligation shall remain outstanding, a fee (in each case, a the “Letter of Credit Fee”) in an amount equal to (x) the Administrative Agent in respect Applicable Margin (calculated on the basis of each Letter 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 a rate per annum equal to the Applicable Margin with respect to Letters close of Credit multiplied by the face amount of business on such Letter of Creditday. Such The Letter of Credit Fee shall be allocated pro rata (according paid to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, Agent for the account ratable benefit of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a Revolving Lenders quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each MarchFiscal Quarter prior to the Commitment Termination Date and on the Commitment Termination Date. In addition, Junethe Borrower shall pay to any L/C Issuer, September on demand, such fees (including all per annum fees), charges and December expenses of such L/C Issuer in respect of the most recently-ended quarterly issuance, negotiation, acceptance, amendment, transfer and payment of any Letter of Credit or otherwise payable pursuant to the application and related documentation under which any Letter of Credit is issued. During any period (or portion thereofduring which the Default Rate shall have been imposed pursuant Section 2.4(c), or, in the case of the first payment), commencing with the first such date to occur after the issuance absence of such Letter 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 Creditthis paragraph, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined Fee otherwise in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable effect pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 preceding paragraph shall be payable, to the maximum extent permitted increased by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable to such Letter of Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accounttwo percent (2%) per annum.

Letter of Credit Fee. GWI shallThe Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders 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 first day 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 (iii) for each calendar quarter for the immediately preceding calendar quarterduring which any Letter of Credit Obligation shall remain outstanding, pay a fee (in each case, a the “Letter of Credit Fee”) in an amount equal to the Administrative Agent in respect product of each Letter the actual daily undrawn face amount of all Letters of Credit at Issued, guarantied or supported by risk participation agreements multiplied by a rate per annum rate equal to the Applicable Margin with respect to Letters Revolving Loans which are Term SOFR Loans; provided, however, at Required Revolving Lenders’ written election, while any Specified Event of Credit multiplied Default has occurred and is continuing (or automatically while an Event of Default under (x) Section 7.1(a) has occurred and is continuing or (y) Section 7.1(f) or 7.1(g) has occurred and is continuing with respect to the Borrower), such rate shall be increased by the face amount of such Letter of Credittwo percent (2.00%) per annum. Such Letter of Credit Fee fee shall be allocated pro rata (according paid to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, Agent for the account benefit of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a Revolving Lenders quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)calendar quarter, commencing with the first such date to occur after the issuance of such Letter of CreditClosing Date, and on the date on which all L/C Reimbursement Obligations have been discharged. The Letter of Credit Expiration Date Fee shall be computed on the basis of a 360-day year and thereafter 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, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lendersuch L/C Issuer’s or the Administrative Agentprospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and charges for similar facilitiesexpenses of such L/C Issuer or prospective L/C Issuer in respect of the application for, such fees to be payable at such time or times as such charges are customarily made by and the Issuing Lender; providedIssuance, howevernegotiation, any acceptance, amendment, transfer and payment of, each Letter of Credit Fees or fees otherwise payable pursuant to clauses (a) the application and (b) of this §5.10 otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to related documentation under which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountis Issued.

Letter of Credit Fee. GWI shallThe 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, 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 the Required Revolving Lenders’ option, while a Non-Specified Event of Default exists (or automatically while a Specified 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 quarterly in arrears, on the first day of each calendar quarter for and on the immediately preceding calendar quarterdate on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay a fee to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, promptly (and, in each caseany event, a “Letter within three (3) Business Days) after demand, such L/C Issuer’s or prospective L/C Issuer’s reasonable fees, without duplication of Credit Fee”) to the Administrative Agent 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 the application for, and the issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit at a rate per annum equal or otherwise payable pursuant to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn application and related documentation under which such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountis issued.

Letter of Credit Fee. GWI shallThe Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders 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 first day 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 (iii) for each calendar quarter for the immediately preceding calendar quarterduring which any Letter of Credit Obligation shall remain outstanding, pay a fee (in each case, a the “Letter of Credit Fee”) in an amount equal to the Administrative Agent in respect product of each Letter the average daily undrawn face amount of all Letters of Credit at Issued, guarantied or supported by risk participation agreements multiplied by a rate per annum rate equal to the Applicable Margin with respect to Letters Revolving Loans which are LIBOR Rate Loans; provided, however, at Required Revolving Lenders’ written election, while any Specified Event of Credit multiplied Default has occurred and is continuing (or automatically while an Event of Default under (x) Section 7.1(a) has occurred and is continuing or (y) Section 7.1(f) or 7.1(g) has occurred and is continuing with respect to the Borrower), such rate shall be increased by the face amount of such Letter of Credittwo percent (2.00%) per annum. Such Letter of Credit Fee fee shall be allocated pro rata (according paid to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, Agent for the account benefit of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a Revolving Lenders quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)calendar quarter, commencing with the first such date to occur after the issuance of such Letter of CreditClosing Date, and on the date on which all L/C Reimbursement Obligations have been discharged. The Letter of Credit Expiration Date Fee shall be computed on the basis of a 360-day year and thereafter 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, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lendersuch L/C Issuer’s or the Administrative Agentprospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and charges for similar facilitiesexpenses of such L/C Issuer or prospective L/C Issuer in respect of the application for, such fees to be payable at such time or times as such charges are customarily made by and the Issuing Lender; providedIssuance, howevernegotiation, any acceptance, amendment, transfer and payment of, each Letter of Credit Fees or fees otherwise payable pursuant to clauses (a) the application and (b) of this §5.10 otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to related documentation under which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountis Issued.

Letter of Credit Fee. GWI The Borrower shall, on the first day of each calendar quarter for the immediately preceding calendar quarter, pay to the Administrative Agent, in Dollars, a fee (in each case, a the “Letter of Credit Fee”) to the Administrative Agent in respect of 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 Applicable Margin for standby Letters of Credit in effect from time to time and (b) with respect to documentary Letters of Credit, the Applicable Margin for documentary Letters of Credit multiplied by in effect from time to time, in each case, on the face amount Maximum Drawing Amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under period such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereofis outstanding. The Administrative Agent shall, in the case turn, remit to each Lender (including Bank of the first payment), commencing with the first America) such date to occur after the issuance Lender’s Commitment Percentage of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing LenderFee; provided, however, that any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Lender Bank pursuant to this §5.10 3 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable to such Letter of Credit pursuant to §6.17(a)(iv4.16(a)(iv), with the balance of such fee, if any, payable to the such Issuing Lender Bank for its own account. In addition, in respect of each Letter of Credit, the Borrower shall pay 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 as otherwise agreed between the Borrower and the applicable Issuing Bank, and, (ii) at such other time or times as such charges are customarily made by such Issuing Bank, such Issuing Bank’s customary issuance, amendment, negotiation or document examination and other administrative fees as in effect from time to time.

Letter of Credit Fee. GWI shallBorrowers shall also pay directly to each L/C Issuer (or if applicable, on the first day of each calendar quarter Support Provider) for the immediately preceding calendar quarter, pay its own account a fronting fee (in each case, a “Letter of Credit Fee”) with respect to the Administrative Agent in respect of 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 Administrative Agent, for the benefit of the Revolving Lenders, a letter of credit fee with respect to the Letter of Credit Liabilities for each Letter of Credit, computed for each day from the date of issuance of such Letter of Credit 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 with respect then applicable to Letters of Credit multiplied by (the face amount of such Letter of Credit. Such “Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment PercentagesFee”) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of times the daily maximum amount available to be drawn under such Letter of Credit (to be determined whether or not such maximum amount is then in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of effect under such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender); provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender L/C Issuer (or the Support Provider, as the case may be) pursuant to this §5.10 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 Commitment Percentages Pro Rata Share allocable to such Letter of Credit pursuant to §6.17(a)(ivSection 2.16(d), with the balance of such fee, if any, payable to the Issuing Lender 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 exists, all Letter of Credit Fees shall accrue at the Default Rate to the extent applicable pursuant to Section 2.08(b). In addition, Borrowers shall pay promptly to the L/C Issuer (or reimburse the Support Provider for) any fronting or other fees, costs or expenses that it may charge in connection with any Letter of Credit.

Letter of Credit Fee. GWI shall, on The Borrower shall pay to the first day Administrative Agent for the account of each calendar quarter for the immediately preceding calendar quarter, pay Revolving Lender in accordance with its Revolving Commitment Percentage a Letter of Credit fee (in each case, a the “Letter of Credit Fee”) to the Administrative Agent in respect of for each standby Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of Percentage times the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 Fee 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 Issuing Lender L/C Issuer pursuant to this §5.10 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 Revolving Commitment Percentages allocable to such Letter of Credit pursuant to §6.17(a)(ivSection 2.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender 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 1.07. 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 any 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. GWI shall, on the first day of each calendar quarter for the immediately preceding calendar quarter, The Borrower shall pay a fee (in each case, a “Letter of Credit Fee”"LETTER OF CREDIT FEE") to the Administrative Agent (a) quarterly in arrears on the first day of each fiscal quarter of the Borrower for the immediately preceding fiscal quarter of the Borrower, in respect of each standby Letter of Credit at a rate per annum Credit, an amount equal to the Applicable Margin per annum with respect to Letters Standby Letter of Credit multiplied by 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 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. Such , 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 Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account accounts of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined Lenders in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end their respective Commitment Percentages. In respect of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with Borrower shall also pay to the Issuing Lender for the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities's own account, such fees to be payable at such other time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant Lender's customary fronting, issuance, amendment, negotiation or document examination and other administrative fees as in effect from time to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accounttime.

Letter of Credit Fee. GWI The Borrowers shall, on the first day Business Day of each calendar quarter for April, July, October and January, commencing with the immediately preceding calendar quarterfirst such Date to occur after the Effective Date, and on the Maturity Date, pay a fee (in each case, a “Letter of Credit Fee”) to the Administrative Agent (a) in respect of each standby Letter of Credit issued, extended or renewed during such Fiscal Quarter, an amount equal to the Applicable Margin applicable to each Lender purchasing a participation therein per annum with respect to standby Letter of Credit Fees of the face amount of such standby Letter of Credit, which Letter of Credit Fee shall, subject to §2.15, be for the accounts of the Lenders in accordance with their respective Commitment Percentage and (b) in respect of each documentary Letter of Credit an amount equal to the Applicable Margin applicable to each Lender purchasing a participation therein per annum with respect to documentary Letter of Credit Fees on the face amount of such documentary Letter of Credit, which Letter of Credit Fee shall, subject to §2.15, be for the accounts of the Lenders in accordance with their respective Commitment Percentage. Such Letter of Credit Fees shall be payable quarterly in arrears. In respect of each Letter of Credit at a rate per annum equal to Credit, the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee Borrowers shall be allocated pro rata (according to the applicable Commitment Percentages) also pay to each Applicable Lender. In additionIssuing Bank for such Issuing Bank’s own account, GWI shall pay to at the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due times and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of amounts set forth in the first payment)Fee Letter, commencing with a fronting fee agreed by such Issuing Bank and the first such date to occur after the issuance of such Letter of CreditBorrowers and, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such other time or times as such charges are customarily made by the such Issuing Lender; providedBank, howeversuch Issuing Bank’s customary issuance, any Letter of Credit Fees amendment, negotiation or document examination and other administrative fees payable pursuant as in effect from time to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accounttime.

Letter of Credit Fee. GWI shallBorrowers shall also pay directly to each L/C Issuer (or if applicable, on the first day of each calendar quarter Support Provider) for the immediately preceding calendar quarter, pay its own account a fronting fee (in each case, a “Letter of Credit Fee”) with respect to the Administrative Agent in respect of 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 the Agent, for the benefit of the Revolver Lenders, a letter of credit fee with respect to the Letter of Credit Liabilities for each Letter of Credit, computed for each day from the date of issuance of such Letter of Credit 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 with respect to Letters of Credit multiplied by then applicable LIBORto Term SOFR Revolver Loans (the face amount of such Letter of Credit. Such “Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment PercentagesFee”) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of times the daily maximum amount available to be drawn under such Letter of Credit (to be determined whether or not such maximum amount is then in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of effect under such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender); provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender L/C Issuer (or the Support Provider, as the case may be) pursuant to this §5.10 Section 2.2 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolver Lenders in accordance with the upward adjustments in their respective Commitment Percentages Pro Rata Share allocable to such Letter of Credit pursuant to §6.17(a)(iv)Section 4.2, with the balance of such fee, if any, payable to the Issuing Lender 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 in arrears on the first day of each Fiscal Quarter, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Revolver Termination 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 exists, all Letter of Credit Fees shall accrue at the Default Rate. In addition, Borrowers shall pay promptly to the L/C Issuer (or reimburse the Support Provider for) any fronting or other fees, costs or expenses that it may charge in connection with any Letter of Credit.

Letter of Credit Fee. GWI shallIn consideration of the L/C Commitment hereunder, on the first day Borrower agrees to pay, in Dollars, to the Administrative Agent for the ratable benefit of each calendar quarter for the immediately preceding calendar quarter, pay a Dollar Tranche Lender in accordance with its Dollar Tranche Commitment Percentage an annual fee (in each case, a the “Letter of Credit Fee”) with respect to the Administrative Agent in respect of each Letter of Credit at a rate issued hereunder equal to (A) the Applicable Rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by (B) the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the average daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letters of Credit) from the date of issuance to the date of expiration. The Letter of Credit Fee shall be determined in accordance with §5.8) computed on a quarterly basis in arrears, such fee arrears and shall be due and payable quarterly in arrears on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)December, commencing with on the first such date to occur after the issuance of such Letter of CreditClosing Date, and on the Letter of Credit Expiration Date and (and, if applicable, thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender); provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender L/C Issuer pursuant to this §5.10 Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Dollar Tranche Lenders in accordance with the upward adjustments in their respective Dollar Tranche Commitment Percentages Percentage allocable to such Letter of Credit pursuant to §6.17(a)(ivSection 2.15(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender L/C Issuer for its own account.

Letter of Credit Fee. GWI shallThe 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 costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar 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, 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 an Event of Default exists (or automatically while an Event of Default under Section 7.1(a), 7.1(f) or 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 for month and on the immediately preceding calendar quarterdate on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay a fee 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 (in each caseincluding all per annum fees), a “Letter charges and expenses of Credit Fee”) to the Administrative Agent such L/C Issuer or prospective L/C Issuer in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit at a rate per annum equal or otherwise payable pursuant to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn application and related documentation under which such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountis Issued.

Letter of Credit Fee. GWI shallThe Borrowers, on the first day of each calendar quarter for the immediately preceding calendar quarterjointly and severally, pay a fee agree (in each case, a “Letter of Credit Fee”a) to the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing LenderLenders, in accordance with their respective Pro Rata Shares, (ai) for each Commercial Letter of Credit issued for the account of such Borrower, a fee (the “Commercial Letter of Credit Fee”) at a rate per annum rate equal to the Applicable Margin for the Commercial Letter of Credit Fee multiplied by the average daily undrawn amount available to 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 multiplied by the average daily undrawn amount available to be drawn on such Standby Letter of Credit during the immediately preceding month, (b) to pay to the applicable Letter of Credit Issuer a fronting fee (the “Fronting Fee”) of one-eighth of one percent (0.125.125%) computed on the Dollar Equivalent of the daily undrawn face amount available to be drawn under such of each Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 otherwise payable issued for the account of a Defaulting Lender such Borrower, and (c) to pay to the applicable Letter of Credit Issuer, such out-of-pocket costs, fees and expenses incurred by each Letter of Credit Issuer in connection with respect the application for, processing of, issuance of, or amendment to any Letter of Credit issued for the account of such Borrower, as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv)Issuer and such Borrower shall agree upon, with but which costs, fees and expenses shall not include the balance 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 month following any month in which such feea Letter of Credit is outstanding 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, if anyas applicable, payable to for the Issuing Lender for its own accountactual number of days elapsed.

Letter of Credit Fee. GWI shallSubject to Sections 2.15, on the first day Borrower Party that is the applicant for a Letter of Credit shall pay to Administrative Agent for the account of each calendar quarter for the immediately preceding calendar quarterCommitted Lender in accordance with its Repayment Percentage, pay a fee (in each case, a the “Letter of Credit Fee”) to the Administrative Agent in respect of for each such Letter of Credit at a rate per annum equal to the Applicable Margin with respect to for Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of times the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, however that any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender Letter of Credit Issuer pursuant to this §5.10 Section 2.08 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Committed Lenders in accordance with the upward adjustments in their respective Commitment Repayment Percentages allocable (without giving effect to such the Letter of Credit pursuant to §6.17(a)(ivLiability held by each Defaulting Lender), with the balance of such fee, if any, payable to the Issuing Lender 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 rate equal to the Applicable Margin for Letters of Credit plus 2%.

Letter of Credit Fee. GWI shallBorrowers shall pay to Administrative Agent, on the first day of each calendar quarter for the immediately preceding calendar quarter, pay a fee (in each casebenefit of the Revolving Lenders, a “letter of credit fee with respect to the Letter of Credit Fee”) to the Administrative Agent in respect of Liabilities for each Letter of Credit, computed for each day from the date of issuance of such Letter of Credit 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 with respect then applicable to Letters of Credit multiplied by (the face amount of such Letter of Credit. Such “Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment PercentagesFee”) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of times the daily maximum amount available to be drawn under such Letter of Credit (to be determined whether or not such maximum amount is then in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of effect under such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender); provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender L/C Issuer (or the Support Provider, as the case may be) pursuant to this §5.10 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 Commitment Percentages Pro Rata Share allocable to such Letter of Credit pursuant to §6.17(a)(ivSection 2.16(d), with the balance of such fee, if any, payable to the Issuing Lender 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 [***] 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. Notwithstanding anything to the contrary contained herein, while an Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. In addition, Borrowers shall pay promptly to the L/C Issuer (or reimburse the Support Provider for) any other fees, costs or expenses that it may charge in connection with any Letter of Credit.

Letter of Credit Fee. GWI shallThe 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 costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar 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, 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 LIBOR Rate Loans; provided, however, at Agent’s or Required Lenders’ option, while an Event of Default exists (or automatically while an Event of Default under subsection 7.1(a), 7.1(f) or 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 for month and on the immediately preceding calendar quarterdate on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay a fee 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 (in each caseincluding all per annum fees), a “Letter charges and expenses of Credit Fee”) to the Administrative Agent such L/C Issuer or prospective L/C Issuer in respect of the application for, and the issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit at a rate per annum equal or otherwise payable pursuant to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn application and related documentation under which such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountis issued.

Letter of Credit Fee. GWI shall, on The Borrower agrees to pay to the first day Agent (a) ratably for the account of each calendar quarter Lender, a letter of credit fee for the immediately preceding calendar quarter, pay a fee (in each case, a “Letter term of Credit Fee”) to the Administrative Agent in respect of each such Letter of Credit at a the rate per annum equal to the Applicable Eurodollar Margin with respect to Letters of Credit multiplied by the aggregate face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance outstanding of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard 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 clause (a) above), a letter of credit fee for the term of such Letter of Credit at the rate of one fifth of one percent (0.20%) per annum of the aggregate face amount outstanding of each such Letter of Credit and the Primary Issuing Lender's customary processing fees for the issuance, extension, processing, negotiating, amendment and administration feesor renewal of the Letter of Credit. The fee for any Letter of Credit issued by the Primary Issuing Lender hereunder, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) above (the "Letter of this §5.10 otherwise Credit Fee"), shall be payable for quarterly in arrears on the account last day of a Defaulting Lender with respect each fiscal quarter, on the Commitment Termination Date and on the earliest of the cancellation, expiration or return of such Letter of Credit to the Primary Issuing Lender; provided that if any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory is cancelled and/or returned to the Primary Issuing Lender pursuant to this §5.10 shall be payable, prior to the maximum extent permitted expiration thereof, the Borrower shall from time to time, upon demand by applicable Lawthe Primary Issuing Lender and/or any Lender therefor, immediately pay to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable Primary Issuing Lender and/or such Lender additional amounts sufficient to such compensate it for its expenses not covered by a previously received Letter of Credit pursuant Fee. A certificate as to §6.17(a)(iv), with the balance amount of such fee, if any, payable expenses submitted to the Borrower and the Agent by the Primary Issuing Lender and/or such Lender shall be conclusive and binding for its own accountall purposes, absent manifest error.

Letter of Credit Fee. GWI shall, on the first day of each calendar quarter Borrowers shall pay Administrative Agent (for the immediately preceding calendar quarter, pay a fee (in each caseratable benefit of the Revolving Credit Lenders), a “Letter of Credit fee (the “L/C Fee”) (which fee shall be in addition to the Administrative Agent fronting fees and commissions, other fees, charges and expenses set forth in respect of each Letter of Credit Section 2.03(k)) that shall accrue at a rate per annum rate equal to the Applicable Margin Rate then in effect for Eurodollar RateSOFR Loans with respect to Letters of the Revolving Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of 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 be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance terms of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender); provided, however, that (i) any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 L/C Fee 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 Issuing Lender applicable L/C Issuer pursuant to this §5.10 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, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages Pro Rata Shares allocable to such Letter of Credit pursuant to §6.17(a)(ivSection 2.16(a)(iv), with the balance of such feeL/C Fee, if any, payable to the Issuing Lender applicable L/C Issuer for its own accountaccount and (ii) for the avoidance of doubt, the L/C Fee shall be due and payable in full regardless of 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 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 the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fee. GWI shallSubject to Sections 2.15, on the first day Borrower Party that is the applicant for a Letter of Credit shall pay to Administrative Agent for the account of each calendar quarter for the immediately preceding calendar quarterCommitted Lender in accordance with its Repayment Percentage, pay a fee (in each case, a “the "Letter of Credit Fee”") to the Administrative Agent in respect of for each such Letter of Credit at a rate per annum equal to the Applicable Margin with respect to for Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of times the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, however that any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender Letter of Credit Issuer pursuant to this §5.10 Section 2.08 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Committed Lenders in accordance with the upward adjustments in their respective Commitment Repayment Percentages allocable (without giving effect to such the Letter of Credit pursuant to §6.17(a)(ivLiability held by each Defaulting Lender), with the balance of such fee, if any, payable to the Issuing Lender 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 rate equal to the Applicable Margin for Letters of Credit plus two percent (2%).

Letter of Credit Fee. GWI shallThe Borrower shall pay a fee (the "Letter of Credit Fee") equal to the Applicable L/C Rate for the number of days outstanding on the Maximum Drawing Amount of Letters of Credit issued hereunder to the Administrative Agent for the account of the Banks, to be shared pro-rata by each of the Banks in accordance with their respective Commitment Percentages. The Letter of Credit Fee shall be payable quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarterquarter just ended, commencing April 1, 1997, and on the Maturity Date. In addition, the Borrower shall pay a an issuing fee (in each case, a “Letter the "Issuance Fee") equal to 0.125% per annum on the Maximum Drawing Amount of Letters of Credit Fee”) issued hereunder to the Administrative Agent for its account, plus its customary issuance fee, payable in respect accordance with customary practice. The Issuance Fee shall be payable quarterly in arrears on the first day of each Letter of Credit at a rate per annum equal calendar quarter for the quarter just ended, commencing April 1, 1997, and on the Maturity Date. COMPETITIVE BID LOANS. The Competitive Bid Option. In addition to the Applicable Margin with respect Syndicated Loans made pursuant to 2 hereof, the Borrower may request Competitive Bid Loans pursuant to the terms of this 4. The Banks may, but shall have no obligation to, make such offers and the Borrower may, but shall have no obligation to, accept such offers in the manner set forth in this 4. Notwithstanding any other provision herein to the contrary, at no time shall the aggregate outstanding principal amount of Competitive Bid Loans outstanding at any time exceed the sum of the Total Commitment minus the aggregate outstanding principal amount of Syndicated Loans minus the Maximum Drawing Amount of Letters of Credit multiplied by the face amount outstanding at such time. No Bank's funding of Competitive Bid Loans shall reduce such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according Bank's obligation to the applicable lend its Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account Percentage of the Issuing Lender, available Total Commitment. Competitive Bid Notes. (a) The obligation of the Borrower to repay the outstanding principal amount of any and all Competitive Bid Loans, plus interest at the applicable Competitive Bid Rate accrued thereon, shall be evidenced by the promissory notes of the Borrower in substantially the form of Exhibit B hereto (each, a fee at a rate per annum "Competitive Bid Note"), dated as of the Closing Date (or the syndication date, if later) and completed with appropriate insertions. One Competitive Bid Note shall be payable to the order of each Bank in an amount equal to one-eighth of one percent (0.125%) computed on $450,000,000, and representing the Dollar Equivalent obligation of the daily Borrower to pay such Bank such principal amounts or, if less, the outstanding principal amount available of any and all Competitive Bid Loans made by such Bank, plus interest at the applicable Competitive Bid Rate or Competitive Bid Margin accrued thereon, as set forth herein. (b) The Borrower irrevocably authorizes (i) each Bank to make or cause to be drawn under made, in connection with a Drawdown Date of any Competitive Bid Loan or at the time of receipt of any payment of principal on such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, Bank's Competitive Bid Note in the case of a Competitive Bid Note, an appropriate notation on such Bank's records or on the first payment), commencing with the first schedule attached to such date to occur after the issuance Bank's Competitive Bid Note or a continuation of such Letter schedule attached thereto, reflecting the making of Creditthe Competitive Bid Loan or the receipt of such payment (as the case may be) and may, prior to any transfer of a Competitive Bid Note, endorse on the Letter reverse side thereof the outstanding principal amount of Credit Expiration Date Competitive Bid Loans evidenced thereby. The outstanding amount of the Competitive Bid Loans set forth on such Bank's records shall be prima facie evidence of the principal amount thereof owing and thereafter on demandunpaid to such Bank, and (b) standard issuancebut the failure to record, extension, processing, negotiating, amendment and administration fees, as determined or any error in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, howeverso recording, any Letter such amount shall not limit or otherwise affect the obligations of Credit Fees the Borrower hereunder to make payments of principal of or fees payable pursuant to clauses interest on any Competitive Bid Loan when due. Competitive Bid Quote Request; Invitation for Competitive Bid Quotes. (a) When the Borrower wishes to request offers to make Competitive Bid Loans under this 4, it shall transmit to the Administrative Agent by telex or facsimile a Competitive Bid Quote Request substantially in the form of Exhibit F hereto (a "Competitive Bid Quote Request") so as to be received no later than 1:00 p.m. (Boston time) (x) five (5) Eurodollar Business Days prior to the requested Drawdown Date in the case of a LIBOR Competitive Bid Loan (a "LIBOR Competitive Bid Loan") or (y) one (1) Business Day prior to the requested Drawdown Date in the case of an Absolute Competitive Bid Loan (an "Absolute Competitive Bid Loan"), specifying: (i) the requested Drawdown Date (which must be a Eurodollar Business Day in the case of a LIBOR Competitive Bid Loan or a Business Day in the case of an Absolute Competitive Bid Loan); (ii) the aggregate amount of such Competitive Bid Loans, which shall be $10,000,000 or larger multiples of $1,000,000; (iii) the duration of the Interest Period(s) applicable thereto, subject to the provisions of the definition of Interest Period; and (biv) whether the Competitive Bid Quotes requested are LIBOR Competitive Bid Loans or Absolute Competitive Bid Loans. The Borrower may request offers to make Competitive Bid Loans for more than one Interest Period in a single Competitive Bid Quote Request. No new Competitive Bid Quote Request shall be given until the Borrower has notified the Administrative Agent of this §5.10 otherwise payable for its acceptance or non-acceptance of the account of a Defaulting Lender with respect Competitive Bid Quotes relating to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(ivoutstanding Competitive Bid Quote Request. (b), with the balance of such fee, if any, payable to the Issuing Lender for its own account.

Letter of Credit Fee. GWI shall, on the first day of each calendar quarter Borrowers agree to pay (A) to Agent for the immediately preceding calendar quarterratable benefit of the Revolving Lenders, pay as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, for each Fiscal Quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (in each case, a the “Letter of Credit Fee”) in an amount equal to the Administrative Agent in respect product of each Letter the average daily undrawn face amount of all Letters of Credit at issued, guaranteed or supported by risk participation agreements multiplied by a rate per annum rate equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges Revolving Loans which are customarily made by the Issuing LenderLIBOR Rate Loans; provided, however, any Letter at Agent’s or Required Lenders’ option, while an Event of Credit Fees Default exists (or fees payable pursuant to clauses automatically while an Event of Default under Section 7.1(f) or 7.1(g) exists), such rate shall be increased by two percent (a2.00%) per annum, and (bB) of this §5.10 otherwise payable for to the account of a Defaulting Lender L/C Issuer with respect to any each Letter of Credit as Credit, (x) a fronting fee which shall accrue at a rate equal to which such Defaulting Lender has not provided Cash Collateral satisfactory to 0.25% per annum on the Issuing Lender pursuant to this §5.10 shall be payable, to the maximum extent permitted by average daily undrawn face amount applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable 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 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 last Business Day of each Fiscal Quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, 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 the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to §6.17(a)(iv), with the balance application and related documentation under which such Letter of such fee, if any, payable to the Issuing Lender for its own accountCredit is Issued.

Letter of Credit Fee. GWI shallThe Borrower agrees to pay to the Administrative Agent for the accounts of the Lenders in accordance with their respective Commitment Percentages a Letter of Credit Fee (the "Letter of Credit Fee") calculated based on the face amount of each outstanding Letter of Credit at a rate equal to (a) with respect to the Tranche A Letters of Credit, twenty-seven and one-half one-hundredths of one percent (.275%) per annum and (b) with respect to the Tranche B Letters of Credit, twenty-two and one-half one-hundredths of one percent (.225%) per annum. The Letter of Credit Fee shall be payable quarterly in advance on the Closing Date, on the date of any issuance of any Letter of Credit and on the first day of each calendar quarter for (or portion thereof in the immediately preceding event that less than a full calendar quarterquarter has elapsed) commencing on the first such date after the Closing Date with a final payment (i) to the Tranche A Lenders on the date on which there are no outstanding Tranche A Letters of Credit and the Tranche A Commitments have been terminated and (ii) to the Tranche B Lenders on the date on which there are no outstanding Tranche B Letters of Credit and the Tranche B Commitment have been terminated. Upon the granting of an Extension, pay a fee (in each casepursuant to Section 2.1.5, a “the Letter of Credit Fee”) Fee may be subject to an annualized increase or decrease, as determined by the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Creditits reasonable discretion. Such Letter of Credit Fee The Borrower shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall also pay to the Administrative Agent, for the account of the Issuing Lenderits own account, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s 's customary fees or scheduled costs of issuance and charges for similar facilitiesusual and customary costs of, such fees to be payable at such time amendment, negotiation or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 otherwise payable for the account of a Defaulting Lender document examination with respect to any Letter the Letters of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountCredit.

Letter of Credit Fee. GWI shallThe Borrower shall pay to the Agent a fee (in each case, a “Letter of Credit Fee”) in an amount equal to the Applicable Letter of Credit Percentage of the undrawn amount of each outstanding Letter of Credit (as calculated with respect to each Letter of Credit’s Maximum Drawing Amount), which fee (a) shall be payable quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarter, pay with a fee (in each case, a “Letter of Credit Fee”) to the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, final payment on the Letter of Credit Expiration Date and thereafter or any earlier date on demandwhich the Commitments shall terminate (which Letter of Credit Fee shall be pro-rated for any calendar quarter in which such Letter of Credit is issued, drawn upon or otherwise reduced or terminated) and (b) standard issuance, extension, processing, negotiating, amendment shall be for the accounts of the Banks as follows: (i) an amount equal to 0.125% per annum of the Letter of Credit Fee shall be for the account of the Fronting Bank and administration fees, (ii) the remainder of the Letter of Credit Fee shall be for the accounts of the Banks (including the Fronting Bank as determined a Bank) pro rata in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lendertheir respective Commitment Percentages; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 Fee otherwise payable for the account of a Defaulting Lender Delinquent Bank with respect to any Letter of Credit as to which such Defaulting Lender Delinquent Bank has not provided Cash Collateral satisfactory to the Issuing Lender Fronting Bank pursuant to this §5.10 5.12.2 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders Banks in accordance with the upward adjustments in their respective Commitment Percentages allocable to such Letter of Credit pursuant to §6.17(a)(iv5.12.1(d), with the balance of such fee, if any, payable to the Issuing Lender Fronting Bank for its own account. In addition, Borrower shall pay to the Fronting Bank, for its own account, an amount equal to the Fronting Bank’s reasonable and customary costs and expenses incurred in connection with the issuance and/or administration of the Letters of Credit.

Letter of Credit Fee. GWI shallThe Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders 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 first day 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 (iii) for each calendar quarter for the immediately preceding calendar quarterduring which any Letter of Credit Obligation shall remain outstanding, pay a fee (in each case, a the “Letter of Credit Fee”) in an amount equal to the Administrative Agent in respect product of each Letter the average daily undrawn face amount of all Letters of Credit at Issued, guarantied or supported by risk participation agreements multiplied by a rate per annum rate equal to the Applicable Margin with respect to Letters Revolving Loans which are LIBOR Rate Loans; provided, however, at Required Revolving Lenders’ written election, while any Specified Event of Credit multiplied Default has occurred and is continuing (or automatically while an Event of Default under (x) Section 7.1(a) has occurred and is continuing or (y) Section 7.1(f) or 7.1(g) has occurred and is continuing with respect to the Borrower), such rate shall be increased by the face amount of such Letter of Credittwo percent (2.00%) per annum. Such Letter of Credit Fee fee shall be allocated pro rata (according paid to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, Agent for the account benefit of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a Revolving Lenders quarterly basis in arrears, such fee shall be due and payable on the first last Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)calendar quarter, commencing with the first such date to occur after the issuance of such Letter of CreditClosing Date, and on the date on which all L/C Reimbursement Obligations have been discharged. The Letter of Credit Expiration Date Fee shall be computed on the basis of a 360-day year and thereafter 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, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lendersuch L/C Issuer’s or the Administrative Agentprospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and charges for similar facilitiesexpenses of such L/C Issuer or prospective L/C Issuer in respect of the application for, such fees to be payable at such time or times as such charges are customarily made by and the Issuing Lender; providedIssuance, howevernegotiation, any acceptance, amendment, transfer and payment of, each Letter of Credit Fees or fees otherwise payable pursuant to clauses (a) the application and (b) of this §5.10 otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to related documentation under which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountis Issued.

Letter of Credit Fee. GWI shall, on The Borrower shall pay to the first day Administrative Agent for the account of each calendar quarter for the immediately preceding calendar quarterLender in accordance with its Applicable Percentage in Dollars, pay a Letter of Credit fee (in each case, a the “Letter of Credit Fee”) to the Administrative Agent in respect of for each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on 0.45% times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender Fronting Bank pursuant to this §5.10 Section 2.4.2 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Applicable Percentages allocable to such Letter of Credit pursuant to §6.17(a)(iv)Section 2.5.5, with the balance of such fee, if any, payable to the Issuing Lender Fronting Bank 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 the Maximum Drawing Amount. Letter of Credit Fees shall be (i) 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 Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fee. GWI shallThe 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 Borrowers, all reasonable costs and expenses incurred by Agent or any Lender on the first day account of such Letter of Credit Obligations, and (ii) for each calendar quarter for the immediately preceding calendar quartermonth during which any Letter of Credit Obligation shall remain outstanding, pay a fee (in each case, a the “Letter of Credit Fee”) in an amount equal to the Administrative Agent in respect product of each Letter the daily undrawn face amount of all Letters of Credit at Issued, guarantied or supported by risk participation agreements multiplied by a rate per annum rate equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges Revolving Loans which are customarily made by the Issuing LenderLIBOR Rate Loans; provided, however, such rate shall automatically be increased by two percent (2.00%) per annum 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 last day of each calendar month and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the 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 the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit Fees or fees otherwise payable pursuant to clauses (a) the application and (b) of this §5.10 otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to related documentation under which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountis Issued.

Letter of Credit Fee. GWI shall, on The Borrower shall pay to the first day Administrative Agent for the account of each calendar quarter for the immediately preceding calendar quarter, pay Lender in accordance with its Applicable Percentage a Letter of Credit fee (in each case, a the “Letter of Credit Fee”) to the Administrative Agent in respect of for each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Adequate Assurance satisfactory to the Issuing Lender L/C Issuer pursuant to this §5.10 Section 2.03 and Section 2.15 shall be payablepayable into the Defaulting Lender Account or, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages pro rata share allocable to such Letter of Credit pursuant to §6.17(a)(ivSection 2.15(a)(viii), with the balance of such fee, if any, payable to the Issuing Lender 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 arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the occurrence and during the continuance of an Event of Default, Letter of Credit Fees shall accrue at the Default Rate as provided herein.

Letter of Credit Fee. GWI shallSubject to Sections 2.15, on the first day Borrower Party that is the applicant for a Letter of Credit shall pay to Administrative Agent for the account of each calendar quarter for the immediately preceding calendar quarterCommitted Lender in accordance with its Repayment Percentage, pay a fee (in each case, a the “Letter of Credit Fee”) to the Administrative Agent in respect of for each such Letter of Credit at a rate per annum equal to the Applicable Margin with respect to for Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of times the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, however that any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender Letter of Credit Issuer pursuant to this §5.10 Section 2.08 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Committed Lenders in accordance with the upward adjustments in their respective Commitment Repayment Percentages allocable (without giving effect to such the Letter of Credit pursuant to §6.17(a)(ivLiability held by each Defaulting Lender), with the balance of such fee, if any, payable to the Issuing Lender 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 4857-3757-1665 v.17 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 rate equal to the Applicable Margin for Letters of Credit plus 2%.

Letter of Credit Fee. GWI shallSubject to Sections 2.15, on the first day Borrower Party that is the applicant for a Letter of Credit shall pay to Administrative Agent for the account of each calendar quarter for the immediately preceding calendar quarterCommitted Lender in accordance with its Repayment Percentage, pay a fee (in each case, a the “Letter of Credit Fee”) to the Administrative Agent in respect of for each such Letter of Credit at a rate per annum equal to the Applicable Margin with respect to for Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of times the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, however that any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender Letter of Credit Issuer pursuant to this §5.10 Section 2.08 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Committed Lenders in accordance with the upward adjustments in their respective Commitment Repayment Percentages allocable (without giving effect to such the Letter of Credit pursuant to §6.17(a)(ivLiability held by each Defaulting Lender), with the balance of such fee, if any, payable to the Issuing Lender 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 rate equal to the Applicable Margin for Letters of Credit plus two (2) percent (2%).

Letter of Credit Fee. GWI shallThe 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, multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are EurodollarSOFR Loans. 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 for (commencing January 1, 2021 (subject to Section 2.15(d))) and on the immediately preceding calendar quarterdate on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay a fee 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 (in each caseincluding all per annum fees), a “Letter charges and expenses of Credit Fee”) to the Administrative Agent such L/C Issuer or prospective L/C Issuer in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit at a rate per annum equal or otherwise payable pursuant to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn application and related documentation under which such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereofis Issued, in the each case of the first payment), 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 (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant extent such L/C Issuer or prospective L/C Issuer is charging such amounts to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountsimilarly situated borrowers.

Letter of Credit Fee. GWI The Borrower shall, on the first day date of each calendar quarter for the immediately preceding calendar quarter, pay a fee (in each case, a “issuance or any extension or renewal of any Letter of Credit Fee”) to the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such other time or times as such charges are customarily made by the Issuing Lender; providedBank, howeverpay a fee (in each case, any a "Letter of Credit Fees Fee") to the Issuing Bank (i) in respect of each standby Letter of Credit a percentage, equal to the LIBOR Spread in effect on the date of such issuance, of the face amount of such standby Letter of Credit plus the Issuing Bank's issuance fee equal to one-eighth of one percent (1/8%) per annum of the face amount of such standby Letter of Credit; and (ii) in respect of each documentary Letter of Credit, equal to the Issuing Bank's customary fees for such Letter of Credit at such time plus, in each case, the Issuing Bank's customary amendment and other administrative processing fees, such Letter of Credit Fee (but not such issuance, amendment or fees payable administrative fees) to be for the accounts of the Banks in accordance with their respective Commitment Percentages. Nothing herein shall (A) effect any change in the Letter of Credit Fee paid in connection with any Letters of Credit issued pursuant to clauses the Original Credit Agreement that are outstanding on the Closing Date or (aB) and (b) of this §5.10 otherwise payable for the account of a Defaulting Lender with respect require any adjustment to any Letter of Credit Fee as to which a result of any subsequent change in the LIBOR Spread. If any existing Letters of Credit of the type described in clause (A) above are extended or renewed, the Letter of Credit Fee for such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender extension or renewal shall be calculated pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountSection 5.6.

Letter of Credit Fee. GWI shallSubject to Sections 2.15, on the first day Borrower Party that is the applicant for a Letter of Credit shall pay to Administrative Agent for the account of each calendar quarter for the immediately preceding calendar quarterCommitted Lender in accordance with its Repayment Percentage, pay a fee (in each case, a the “Letter of Credit Fee”) to the Administrative Agent in respect of for each such Letter of Credit at a rate per annum equal to the Applicable Margin with respect to for Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of times the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, however that any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender Letter of Credit Issuer pursuant to this §5.10 Section 2.08 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Committed Lenders in accordance with the upward adjustments in their respective Commitment Repayment Percentages allocable (without giving effect to such the Letter of Credit pursuant to §6.17(a)(ivLiability held by each Defaulting Lender), with the balance of such fee, if any, payable to the Issuing Lender 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 rate equal to the Applicable Margin for Letters of Credit plus two percent (2%). 4879-7367-7649 v.18

Letter of Credit Fee. GWI shall, on the first day of each calendar quarter for the immediately preceding calendar quarter, The Borrower agrees to pay a fee (in each case, a “Letter of Credit Fee”i) to the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Borrowings then available to Borrower on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, which may be increased to such Applicable Margin plus four percent (4%) at the option of the Required Lenders at any time while a Default exists, and (ii) to the Issuing LenderBank a fronting fee, (a) a fee which shall accrue at a the rate of .125% per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent average daily amount of the daily amount available LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be drawn under such any LC Exposure (not to be less than $1,500 per Letter of Credit), as well as the Issuing Bank’s standard fees other than issuance fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due or processing of drawings thereunder. Participation fees and payable on fronting fees accrued through and including the first Business Day after the end last day of each March, June, September and December in respect of each year shall be payable on the most recently-ended quarterly period (or portion thereof, in the case of the first payment)third Business Day following such last day, commencing with on the first such date to occur after the issuance of Effective Date; provided that all such Letter of Credit, fees shall be payable on the Letter of Credit Expiration Date date on which the Commitments terminate and thereafter any such fees accruing after the date on which the Commitments terminate shall be payable on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary . Any other fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for its own accountthe actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fee. GWI shall, The Borrowers shall pay to the Administrative Agent for the account of the Lenders quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarterOctober, pay a January, April and July, an issuing fee (in each case, a “Letter of Credit Fee”) to the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the greater of (x) $100 per fiscal quarter and (y) the Applicable Margin with respect to Letters for Eurodollar Rate Loans (which percentage shall be increased by 2% per annum after the occurrence of Credit multiplied by any Default), calculated on the face 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. Such Credit during the period for which such Letter of Credit Fee 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 allocated pro rata (according deemed to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available continue to be drawn 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 determined paid quarterly in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on arrears to the first Business Day after Administrative Agent for the end of each March, June, September and December in respect ratable benefit of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing LenderLenders; provided, howeverprovided that, any Letter of Credit Fees or such issuing fees payable pursuant to clauses (a) and (b) of this §5.10 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 pursuant to Section 2.27(a)(ii) satisfactory to the Issuing Lender pursuant to this §5.10 Bank shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Commitment Applicable Percentages allocable to such Letter of Credit pursuant to §6.17(a)(ivSection 2.27(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender Bank for its own account. The Borrowers also agree to pay on demand to the Issuing Bank for its own account its customary letter of credit transactional fees and expenses, including amendment fees, payable with respect to each Letter of Credit. The Borrowers shall pay to the Issuing Bank quarterly in arrears on the first day of each 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 average undrawn and unexpired amount of such Letter of Credit during the period for which such Letter of Credit is issued 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. GWI shall(i) The 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 0.125% 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 monthly in arrears, on the first day of each calendar quarter month and on the Commitment Termination Date. The Fronting Fee shall be paid to the Agent, for the immediately preceding calendar quarterbenefit of the L/C Issuer, pay a fee (in each case, a “Letter on the date of Credit Fee”) to issuance of the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such applicable Letter of Credit. Such In addition, the Borrowers shall pay to any L/C Issuer, on demand, such fees (including all per annum fees), customary charges and expenses of such L/C Issuer in respect of the issuance, negotiation, acceptance, amendment, transfer and payment of any Letter of Credit or otherwise payable pursuant to the application and related documentation under which any Letter of Credit is issued. 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 allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one increased by two percent (0.1252%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountper annum.

Letter of Credit Fee. GWI shall, on the first day of each calendar quarter Borrowers shall pay Administrative Agent (for the immediately preceding calendar quarter, pay a fee (in each caseratable benefit of the Revolving Credit Lenders), a “Letter of Credit fee (the “L/C Fee”) (which fee shall be in addition to the Administrative Agent fronting fees and commissions, other fees, charges and expenses set forth in respect of each Letter of Credit Section 2.03(k)) that shall accrue at a rate per annum rate equal to the Applicable Margin Rate then in effect for Eurodollar Rate Loans with respect to Letters of the Revolving Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of 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 be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance terms of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender); provided, however, that (i) any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 L/C Fee 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 Issuing Lender applicable L/C Issuer pursuant to this §5.10 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, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages Pro Rata Shares allocable to such Letter of Credit pursuant to §6.17(a)(ivSection 2.16(a)(iv), with the balance of such feeL/C Fee, if any, payable to the Issuing Lender applicable L/C Issuer for its own accountaccount and (ii) for the avoidance of doubt, the L/C Fee shall be due and payable in full regardless of 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 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 the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Letter of Credit Fee. GWI shall, Parent Borrower on behalf of itself and the first day of each calendar quarter other Borrowers agrees to pay to Agent for the immediately preceding calendar quarterbenefit of Lenders based on their respective Pro Rata Shares, pay as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each Fiscal Month during which any Letter of Credit Obligation shall remain outstanding, a fee (in each case, a the “Letter of Credit Fee”) to the Administrative Agent in respect of each Letter of Credit at a rate per annum an amount equal to the Applicable L/C Margin from time to time in effect multiplied by the maximum amount available from time to time to be drawn under the applicable Letter of Credit during such Fiscal Month; provided that, for the avoidance of doubt, with respect to Letters the Letter of Credit multiplied by the face amount of Fee payable on July 1, 2014, such Letter of Credit. Such Letter of Credit Fee shall be allocated (x) calculated 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 (according amount based on the number of days in the Stub Period relative to the applicable total number of days in the calendar month of June 2014. Such fee shall be paid to Agent for the benefit of the Lenders based on their respective Pro Rata Shares monthly in arrears, on the first Business Day of each Fiscal Month, on the Amendment No. 1 Effective Date and on the Commitment Percentages) Termination Date. Parent Borrower on behalf of Borrowers shall pay directly to L/C Issuer for its own account a fronting fee with respect to each Applicable Lender. In addition, GWI shall pay Letter of Credit issued by L/C Issuer pursuant to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum this Agreement equal to one-eighth fourth of one percent (0.1250.25%) computed on the Dollar Equivalent per annum of the daily maximum amount then available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such Credit. Such fee shall be due and payable paid to L/C Issuer monthly in arrears on the first Business Day after the end of each MarchFiscal Month and on the Commitment Termination Date. In addition, JuneParent Borrower on behalf of Borrowers shall pay to any L/C Issuer, September on demand, such fees (including all per annum fees), charges and December expenses of such L/C Issuer in respect of the most recently-ended quarterly period (or portion thereofissuance, in the case of the first payment)negotiation, commencing with the first such date to occur after the issuance acceptance, amendment, transfer and payment of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees otherwise payable pursuant to clauses (a) the application and (b) of this §5.10 otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to related documentation under which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountis issued.”

Letter of Credit Fee. GWI shall(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 monthly in arrears, on the first day of each calendar quarter for month and on the immediately preceding calendar quarter, pay a fee (in each case, a “Letter of Credit Fee”) to the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of CreditCommitment Termination Date. Such Letter of Credit The Fronting Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay paid to the Administrative Agent, for the account benefit of the Issuing LenderL/C Issuer on the date of issuance of the applicable Letter of Credit. In addition, the Borrower shall pay to any L/C Issuer, on demand, such ordinary and customary fees (a) a fee at a rate including all per annum equal to one-eighth fees), charges and expenses of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December L/C Issuer in respect of the most recently-ended quarterly issuance, negotiation, acceptance, amendment, transfer and payment of any Letter of Credit or otherwise payable pursuant to the application and related documentation under which any Letter of Credit is issued. During any period (or portion thereofduring which the Default Rate shall have been imposed pursuant Section 2.4(c), or, in the case of the first payment), commencing with the first such date to occur after the issuance absence of such Letter 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 Creditthis paragraph, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined Fee otherwise in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable effect pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 preceding paragraph shall be payable, to the maximum extent permitted increased by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable to such Letter of Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accounttwo percent (2%) per annum.

Letter of Credit Fee. GWI The Borrower shall, on the first day of each calendar quarter for the immediately preceding calendar quarter, pay to the Administrative Agent, in Dollars, a fee (in each case, a the “Letter of Credit Fee”) to the Administrative Agent in respect of 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 the Applicable Margin with respect to for standby Letters of Credit multiplied by in effect from time to time, on the face amount Maximum Drawing Amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under period such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereofis outstanding. The Administrative Agent shall, in the case turn, remit to each Lender (including Bank of the first payment), commencing with the first America) such date to occur after the issuance Lender’s Commitment Percentage of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing LenderFee; provided, however, that any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Lender Bank pursuant to this §5.10 3 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable to such Letter of Credit pursuant to §6.17(a)(iv4.16(a)(iv), with the balance of such fee, if any, payable to the such Issuing Lender Bank for its own account. In addition, in respect of each Letter of Credit, the Borrower shall pay 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 applicable Fee Letter or as otherwise agreed between the Borrower and the applicable Issuing Bank, and, (ii) at such other time or times as such charges are customarily made by such Issuing Bank, such Issuing Bank’s customary issuance, amendment, negotiation or document examination and other administrative fees as in effect from time to time.

Letter of Credit Fee. GWI shallBorrowers shall pay to Administrative Agent, on the first day of each calendar quarter for the immediately preceding calendar quarter, pay a fee (in each casebenefit of the Revolving Lenders, a “letter of credit fee with respect to the Letter of Credit Fee”) to the Administrative Agent in respect of Liabilities for each Letter of Credit, computed for each day from the date of issuance of such Letter of Credit 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 with respect then applicable to Letters of Credit multiplied by (the face amount of such Letter of Credit. Such “Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment PercentagesFee”) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of times the daily maximum amount available to be drawn under such Letter of Credit (to be determined whether or not such maximum amount is then in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of effect under such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender); provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender L/C Issuer (or the Support Provider, as the case may be) pursuant to this §5.10 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 Commitment Percentages Pro Rata Share allocable to such Letter of Credit pursuant to §6.17(a)(ivSection 2.16(d), with the balance of such fee, if any, payable to the Issuing Lender 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 exists, all Letter of Credit Fees shall accrue at the Default Rate. In addition, Borrowers shall pay promptly to the L/C Issuer (or reimburse the Support Provider for) any other fees, costs or expenses that it may charge in connection with any Letter of Credit.

Letter of Credit Fee. GWI shall(i) The 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 monthly in arrears, on the first day of each calendar quarter for month and on the immediately preceding calendar quarter, pay a fee (in each case, a “Letter of Credit Fee”) to the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of CreditCommitment Termination Date. Such Letter of Credit The Fronting Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay paid to the Administrative Agent, for the account benefit of the Issuing LenderL/C Issuer on the date of issuance of the applicable Letter of Credit. In addition, the Borrowers shall pay to any L/C Issuer, on demand, such fees (a) a fee at a rate including all per annum equal to one-eighth fees), customary charges and expenses of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December L/C Issuer in respect of the most recently-ended quarterly issuance, negotiation, acceptance, amendment, transfer and payment of any Letter of Credit or otherwise payable pursuant to the application and related documentation under which any Letter of Credit is issued. During any period (or portion thereofduring which the Default Rate shall have been imposed pursuant Section 2.4(c), or, in the case of the first payment), commencing with the first such date to occur after the issuance absence of such Letter 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 Creditthis paragraph, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined Fee otherwise in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable effect pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 preceding paragraph shall be payable, to the maximum extent permitted increased by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable to such Letter of Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accounttwo percent (2%) per annum.

Letter of Credit Fee. GWI shallThe Borrower shall pay to the Agent a fee (in each case, a "Letter of Credit Fee") (a) in respect of each standby Letter of Credit issued pursuant to this Credit Agreement, equal to the Applicable Margin specified for such standby 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, PLUS an issuance fee in respect of each standby Letter of Credit equal to an amount agreed by between the Borrower and the Issuing Bank, 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 respect of each documentary Letter of Credit issued pursuant to this Credit Agreement, equal to the Applicable Margin 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 $125.00 (the "Documentary 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 Documentary Fronting Fee, which is for the account of the Issuing Bank only). The Letter of Credit Fee for each Letter of Credit shall be payable quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarterquarter 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 the Commitment shall terminate, pay a fee (in each case, case to be first preceded by a “Letter of Credit Fee”) to notice and invoice from the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to specifying the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lenderdue and payable. In addition, GWI the Borrower shall pay to the Administrative AgentIssuing Bank, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own account, such other issuance, processing, negotiation, amendment and administrative fees as the Issuing Bank may require.

Letter of Credit Fee. GWI shall(i) The 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 monthly in arrears, on the first day of each calendar quarter for month and on the immediately preceding calendar quarter, pay a fee (in each case, a “Letter of Credit Fee”) to the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of CreditCommitment Termination Date. Such Letter of Credit The Fronting Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay paid to the Administrative Agent, for the account benefit of the Issuing LenderL/C Issuer on the date of issuance of the applicable Letter of Credit. In addition, the Borrowers shall pay to any L/C Issuer, on demand, such fees (a) a fee at a rate including all per annum equal to one-eighth fees), customary charges and expenses of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December L/C Issuer in respect of the most recently-ended quarterly issuance, negotiation, acceptance, amendment, transfer and payment of any Letter of Credit or otherwise payable pursuant to the application and related documentation under which any Letter of Credit is issued. During any period (or portion thereofduring which the Default Rate shall have been imposed pursuant Section 2.4(c), or, in the case of the first payment), commencing with the first such date to occur after the issuance absence of such Letter 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 Creditthis paragraph, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined Fee otherwise in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable effect pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 preceding paragraph shall be payable, to the maximum extent permitted increased by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable to such Letter of Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accounttwo percent (2%) per annum.

Letter of Credit Fee. GWI shall(a) The Agent, for the ratable benefit of the Lenders, shall be entitled to charge to the account of the Borrower (i) on the first business day of each calendar quarter for the immediately preceding calendar quartermonth, pay a fee (in each case, a “the "Letter of Credit Fee”"), in an amount equal to (A) to one and three-quarters percent (1.75%) per annum of the Administrative Agent in respect daily average amount of each outstanding documentary Letter of Credit at a rate Obligations during the immediately preceding month and (B) two percent (2.00%) per annum equal to of the Applicable Margin with respect to Letters of Credit multiplied by the face daily average amount of such Letter of Credit. Such outstanding standby Letter of Credit Fee shall be allocated pro rata (according to Obligations during the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lenderimmediately preceding month; provided, howeverhowever that if the ratio of EBITDA to Interest Expense as at the last day of any period consisting of four consecutive fiscal quarters, any Letter of Credit Fees or fees payable based on the financial statements as and for such period, delivered pursuant to clauses (asubsection 7.1(a) and (b) of this §5.10 otherwise payable hereof and as certified pursuant to an Interest Coverage Certificate shall be equal to or greater than 2.5 to 1.0, then for the account period (the "referenced period") from the fifth day after such financial statements and Interest Coverage Certificate are delivered to the Agent and the Lenders until the fifth day after an Interest Coverage Certificate (together with the related financial statements) are delivered to the Agent and the Lenders, certifying that the ratio of a Defaulting Lender EBITDA to Interest Expense for the immediately preceding period consisting of four consecutive fiscal quarters is less than 2.5 to 1.0 so long as no Event of Default shall be incurred and then be continuing, the Letter of Credit Fee for standby Letter of Credit Obligations shall equal one and three-quarters percent (1.75%) per annum (calculated as hereinabove provided) with respect to each month (or portion thereof) occurring during the referenced period, provided, further, that if the financial statements and Interest Coverage Certificate for any fiscal quarter are not delivered on or before the date delivery is required pursuant to subsections 7.1(a) and (b) then, during the period (the "alternate referenced period") from the date which is five days after such date of required delivery until five days after such financial statements and Interest Coverage Certificate are delivered to the Agent and the Lenders, the Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, 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 Fee for standby Letter of Credit pursuant Obligations shall equal two percent (2%) per annum (calculated as hereinabove provided) with respect to §6.17(a)(iv)each month (or portion thereof) occurring during the alternate referenced period, and (ii) as and when incurred by the Agent or any Lender, any charges, fees, costs and expenses charged to the Agent or any Lender for the Borrower's account by any Issuing Bank (other than any fees charged to the Agent or any Lender which would be duplicative of the Letter of Credit Fee paid to the Agent for the benefit of the Lenders)(the "Issuing Bank Fees") in connection with the balance issuance of such fee, if any, payable to any Letters of Credit by the Issuing Lender Bank. Each determination by the Agent of Letter of Credit Fees hereunder shall be conclusive and binding for its own accountall purposes, absent manifest error."

Letter of Credit Fee. GWI shallThe Borrower shall pay to the Agent a fee (in each case, a "Letter of Credit Fee") (a) in respect of each standby Letter of Credit issued pursuant to this Credit Agreement, equal to the Applicable Margin specified for such standby 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, PLUS an issuance fee in respect of each standby Letter of Credit equal to an amount agreed by between the Borrower and the Issuing Bank, 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 respect of each documentary Letter of Credit issued pursuant to this Credit Agreement, equal to the Applicable Margin 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 $125.00 (the "DOCUMENTARY 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 Documentary Fronting Fee, which is for the account of the Issuing Bank only). The Letter of Credit Fee for each Letter of Credit shall be payable quarterly in arrears on the first day of each calendar quarter for the immediately preceding calendar quarterquarter 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 the Commitment shall terminate, pay a fee (in each case, case to be first preceded by a “Letter of Credit Fee”) to notice and invoice from the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to specifying the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lenderdue and payable. In addition, GWI the Borrower shall pay to the Administrative AgentIssuing Bank, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own account, such other issuance, processing, negotiation, amendment and administrative fees as the Issuing Bank may customarily require.

Letter of Credit Fee. GWI shall, on the first day of each calendar quarter for the immediately preceding calendar quarter, The Borrower agrees to pay a fee (in each case, a “Letter of Credit Fee”) to the Administrative Agent in respect (a) ratably for the account of each Lender, a letter of credit fee for the term of such Letter of Credit at a the rate per annum equal to the Applicable Margin with respect to Letters aggregate face amount outstanding of such Letter of Credit multiplied by (i) in the face amount case of such Letter Performance Letters of Credit. Such , subject to Section 2.10(c), the then Applicable Performance Letter of Credit Fee shall be allocated pro rata Percentage and (according to the applicable Commitment Percentagesii) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter Financial Letters of Credit, on the then Applicable Financial Letter of Credit Expiration Date and thereafter on demandFee Percentage, and (b) standard 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 such Letter of Credit and the applicable Issuing Lender’s customary processing fees for the issuance, extension, processing, negotiating, amendment and administration feesor renewal of the Letter of Credit. The fee for any Letter of Credit issued by any Issuing Lender hereunder, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) above (the “Letter of this §5.10 otherwise Credit Fee”), shall be payable for quarterly in arrears on the account last day of a Defaulting Lender with respect each Fiscal Quarter, on the Revolving Commitment Termination Date and on the earliest of the cancellation, expiration or return of such Letter of Credit to the applicable Issuing Lender; provided that if any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory is canceled and/or returned to the applicable Issuing Lender pursuant to this §5.10 shall be payable, prior to the maximum extent permitted expiration thereof, the Borrower shall from time to time, upon demand by applicable Lawsuch Issuing Lender and/or any Lender therefor, to the other Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable immediately pay to such Issuing Lender and/or such Lender additional amounts sufficient to compensate it for its expenses not covered by a previously received Letter of Credit pursuant Fee. A certificate as to §6.17(a)(iv), with the balance amount of such fee, if any, payable expenses submitted to the Borrower and the Administrative Agent by such Issuing Lender for its own accountand/or such Lender, showing in reasonable detail the calculation thereof, shall be presumptive evidence of such amount.

Letter of Credit Fee. GWI shallThe Borrower agrees to pay (a) to the Agent, on the first day of each calendar quarter for the immediately preceding calendar quarteraccount of the Lenders, pay in accordance with their respective Pro Rata Shares, for each Letter of Credit, a fee (in each case, a the “Letter of Credit Fee”) to the Administrative Agent in respect of each Letter of Credit at a rate per annum rate equal to (i) in the case of commercial/documentary Letters of Credit, fifty percent (50%) of the Applicable Margin then in effect with respect to Letters of Credit multiplied by LIBOR Rate Loans on the aggregate undrawn face amount of each such Letter of Credit. Such , and (ii) in the case of standby Letters of Credit, the Applicable Margin then in effect with respect to LIBOR Rate Loans on the aggregate undrawn face amount of each such Letter of Credit, such fee to be payable quarterly in arrears on the first Business Day of each March, June, September and December and on the Termination Date, and (b) to a Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, Issuer for the its own account of the Issuing Lender, (a) a fee at a rate per annum (the “Fronting Fee”) equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily initial aggregate amount available to be drawn under on each Letter of Credit issued by such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrearsIssuer, such fee shall to be due and payable in full with respect to each Letter of Credit on the first Business Day after the end date of each March, June, September and December in respect of the most recently-ended quarterly period issuance (or portion renewal) thereof, and all customary and reasonable out-of-pocket costs, fees and expenses incurred by the Letter of Credit Issuer in the case of the first payment), commencing connection with the first such date application for, processing of, administration of, issuance of, or amendment to occur after the issuance of such any Letter of Credit, and any payment and negotiation charges, which shall be payable on the demand. The Letter of Credit Expiration Date Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed. If an Event of Default has occurred and thereafter on demandis continuing, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or Majority Lenders may elect to increase the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any applicable Letter of Credit Fees or fees payable pursuant to clauses Fee by two percent (a2.0%) and (b) of this §5.10 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 Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountper annum.

Letter of Credit Fee. GWI shall, on Borrower shall pay to Administrative Agent for the first day account of each calendar quarter for the immediately preceding calendar quarter, pay Lender in accordance with its Pro Rata Share a Letter of Credit fee (in each case, a the “Letter of Credit Fee”) to the Administrative Agent in respect of for each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of 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 (to shall be determined in accordance with §5.8Section 1.7. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears, such fee shall be arrears and (ii) due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Maturity Date and thereafter on demand. If there is any change in the Applicable L/C Rate during any quarter, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees daily amount available to be payable at such time or times as such charges are customarily made drawn under each Letter of Credit shall be computed and multiplied by the Issuing Lender; providedApplicable 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, howeverupon the request of the Requisite Lenders, while any Event of Default exists, all Letter of Credit Fees or fees payable pursuant to clauses (a) and shall accrue at the Default Rate. (b) of this §5.10 otherwise payable for the account of a Defaulting Lender with respect Fronting Fee and Documentary and Processing Charges Payable to any Letter of Credit as Issuing Lender. Borrower shall pay directly to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the each Issuing Lender for its own account.account a fronting fee with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to 12.5 basis points (0.125%) per annum on the amount available under such Letter of Credit. Such fronting fee shall be due and payable in full by Borrower to the applicable Issuing Lender, with respect to each Letter of Credit, quarterly in arrears 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. 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. In addition, unless otherwise agreed with the applicable Issuing Lender, Borrower shall pay directly to each Issuing Lender for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuing Lender relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are non-refundable. 2.6.3

Letter of Credit Fee. GWI shallThe 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 the first day account of such Letter of Credit Obligations, and (ii) for each calendar quarter for the immediately preceding calendar quarterduring which any Letter of Credit Obligation shall remain outstanding, pay a fee (in each case, a the “Letter of Credit Fee”) in an amount equal to the Administrative Agent in respect product of each Letter the daily undrawn available balance of Credit at all outstanding Letters of Credit, multiplied by a rate per annum rate equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of CreditRevolving Loans which are SOFR Loans. Such Letter of Credit Fee fee shall be allocated pro rata paid to Administrative Agent for the benefit of the Revolving Lenders in arrears, on the fifteenth (according 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 applicable Commitment Percentages) to each Applicable Lenderdate on which all L/C Reimbursement Obligations have been discharged. In addition, GWI the Borrower shall pay to the Administrative Agent, for the account 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 the Issuing Lenderapplication for, (a) a fee at a rate per annum equal and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of the daily amount available to be drawn application and related documentation under which such Letter of Credit (to be determined in accordance with §5.8) on a quarterly basis in arrears, such fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereofis Issued, in the each case of the first payment), 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 (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 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 Issuing Lender pursuant extent such L/C Issuer or prospective L/C Issuer is charging such amounts to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own accountsimilarly situated borrowers.

Letter of Credit Fee. GWI shall, on the first day of each calendar quarter for the immediately preceding calendar quarter, The Borrower shall pay a fee (in each case, a “"Letter of Credit Fee”") to the Administrative Agent Issuing Bank (i) in respect of each standby Letter of Credit at a rate per annum Credit, equal to the Applicable Margin with respect to Letters LIBOR Spread in effect on the date of Credit multiplied by such issuance, of the face amount of such Letter of Credit. Such standby Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of plus the Issuing Lender, (a) a Bank's issuance fee at a rate per annum equal to one-eighth of one percent (0.1251/8%) computed on the Dollar Equivalent per annum of the daily face amount available of such standby Letter of Credit; and (ii) in respect of each documentary Letter of Credit, equal to be drawn under the Issuing Bank's customary fees for such Letter of Credit at such time plus, in each case, the Issuing Bank's customary amendment and other administrative processing fees, such Letter of Credit Fee (but not such issuance, amendment or administrative fees) to be determined for the accounts of the Banks in accordance with §5.8) on a quarterly basis in arrears, such fee their respective Commitment Percentages. Such Letter of Credit Fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended such quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance Closing Date, through the Maturity Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Maturity Date (or such Letter later expiration date), and, during the existence of Creditany Event of Default, such letter of credit fees shall be paid on demand of the Agents at the request or with the consent of the Majority Banks. Nothing herein shall (A) effect any change in the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined Fee paid in accordance connection with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter Letters of Credit Fees or fees payable issued pursuant to clauses the Original Credit Agreement that are outstanding on the Closing Date or (aB) and (b) of this §5.10 otherwise payable for the account of a Defaulting Lender with respect require any adjustment to any Letter of Credit Fee as to which a result of any subsequent change in the LIBOR Spread. If any existing Letters of Credit of the type described in clause (A) above are extended or renewed, the Letter of Credit Fee for such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender extension or renewal shall be calculated pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the Issuing Lender for its own account4.6. 5.

Letter of Credit Fee. GWI shall, on the first day of each calendar quarter for the immediately preceding calendar quarter, pay a fee Each Borrower agrees (in each case, a “Letter of Credit Fee”a) to the Administrative Agent in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing LenderLenders, in accordance with their respective Pro Rata Shares, (ai) for each Commercial Letter of Credit issued for the account of such Borrower, a fee at a rate per annum (the "Commercial Letter of Credit Fee") equal to the Applicable Margin for the Commercial Letter of Credit Fee and (ii) for each Standby Letter of Credit issued for the account of such Borrower, a fee (the "Standby Letter of Credit Fee") equal to the Applicable Margin for LIBOR Loans, (b) to pay to the Agent for the benefit of the applicable Letter of Credit Issuer a fronting fee (the "Fronting Fee") of one-eighth of one percent (0.125.125%) computed on the Dollar Equivalent of the daily undrawn face amount available to be drawn under such of each Letter of Credit issued for the account of such Borrower, and (c) to be determined in accordance with §5.8) on a quarterly basis in arrearspay to the applicable Letter of Credit Issuer, such fee shall be due out-of-pocket costs, fees and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on expenses incurred by the Letter of Credit Expiration Date and thereafter on demand, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined Issuer in accordance connection with the Issuing Lender’s application for, processing of, issuance of, or the Administrative Agent’s customary fees and charges for similar facilities, such fees to be payable at such time or times as such charges are customarily made by the Issuing Lender; provided, however, any Letter of Credit Fees or fees payable pursuant to clauses (a) and (b) of this §5.10 otherwise payable for the account of a Defaulting Lender with respect amendment to any Letter of Credit issued for the account of such Borrower, as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv)Issuer and such Borrower shall agree upon, with but which costs, fees and expenses shall not include the balance 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 month following any month in which such feea Letter of Credit is outstanding 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, if anyas applicable, payable to for the Issuing Lender for its own accountactual number of days elapsed.

Letter of Credit Fee. GWI shall, on Borrower shall pay to Administrative Agent for the first day account of each calendar quarter for the immediately preceding calendar quarter, pay Lender in accordance with its Pro Rata Share a Letter of Credit fee (in each case, a the “Letter of Credit Fee”) to the Administrative Agent in respect of for each Letter of Credit at a rate per annum equal to the Applicable Margin with respect to Letters of Credit multiplied by the face amount of such Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata (according to the applicable Commitment Percentages) to each Applicable Lender. In addition, GWI shall pay to the Administrative Agent, for the account of the Issuing Lender, (a) a fee at a rate per annum equal to one-eighth of one percent (0.125%) computed on the Dollar Equivalent of 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 (to shall be determined in accordance with §5.8Section 1.7. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears, such fee shall be arrears and (ii) due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment)December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Maturity Date and thereafter on demand. If there is any change in the Applicable L/C Rate during any quarter, and (b) standard issuance, extension, processing, negotiating, amendment and administration fees, as determined in accordance with the Issuing Lender’s or the Administrative Agent’s customary fees and charges for similar facilities, such fees daily amount available to be payable at such time or times as such charges are customarily made drawn under each Letter of Credit shall be computed and multiplied by the Issuing Lender; providedApplicable 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, howeverupon the request of the Requisite Lenders, while any Event of Default exists, all Letter of Credit Fees or fees payable pursuant to clauses (a) shall accrue at the Default Rate. SMRH:4838-5569-6023.10 -69- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement (b) of this §5.10 otherwise payable for the account of a Defaulting Lender with respect Fronting Fee and Documentary and Processing Charges Payable to any Letter of Credit as Issuing Lender. Borrower shall pay directly to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Lender pursuant to this §5.10 shall be payable, 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 Credit pursuant to §6.17(a)(iv), with the balance of such fee, if any, payable to the each Issuing Lender for its own account.account a fronting fee with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to 12.5 basis points (0.125%) per annum on the amount available under such Letter of Credit. Such fronting fee shall be due and payable in full by Borrower to the applicable Issuing Lender, with respect to each Letter of Credit, quarterly in arrears 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. 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. In addition, unless otherwise agreed with the applicable Issuing Lender, Borrower shall pay directly to each Issuing Lender for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuing Lender relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are non-refundable. 2.6.3