Common use of Letter of Credit Fees; Cash Collateral Clause in Contracts

Letter of Credit Fees; Cash Collateral. (a) Borrower shall pay (w) to Agent, for the ratable benefit of Lenders, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by the Letter of Credit Fee Percentage, the fees under this Section 3.2(a)(w) to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each quarter and on the last day of the Term, (x) to Agent for the benefit of Issuer, any and all customary fees and expenses in connection with any Letter of Credit, including, without limitation, in connection with the issuance, amendment or renewal of any such Letter of Credit, and (y) to Agent for the ratable benefit of Lenders, a fee equal to the greater of (i) one-quarter of one percent (0.25%) of the amount of each draft negotiated with respect to any Letter of Credit upon the payment thereof and (ii) $100 (all of the foregoing fees, the “Letter of Credit and Guarantee Fees”). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, Agent may, and at the direction of the Required Lenders shall, increase the Letter of Credit and Guarantee Fees by two percent (2.0%) per annum. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason.

Letter of Credit Fees; Cash Collateral. (a) Borrower a)Borrowers shall pay (wx) to Agent, for the ratable benefit of Revolving Lenders, fees for each outstanding Letter of Credit for the period from and excluding the date of issuance of same such Letter of Credit to and including the date of expiration or termination, equal to the average daily face amount of each all outstanding Letter Letters of Credit multiplied by the Letter Applicable Margin and the SOFR Adjustment for Revolving Advances consisting of Credit Fee PercentageTerm SOFR Rate Loans with an Interest Period of one-month, the such fees under this Section 3.2(a)(w) to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term, (x) to Agent for the benefit of Issuer, any and all customary fees and expenses in connection with any Letter of Credit, including, without limitation, in connection with the issuance, amendment or renewal of any such Letter of Credit, and (y) to Agent for the ratable benefit of Lendersapplicable Issuer, a fronting fee equal to in the greater amount of (i) one-one quarter of one percent (0.25%) per annum times the daily face amount of all outstanding Letters of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the amount of each draft negotiated with respect to any Letter of Credit upon the payment thereof and (ii) $100 Term (all of the foregoing fees, the “Letter of Credit and Guarantee Fees”). In addition, Borrowers shall pay to Agent, for the benefit of Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent may, and or at the direction of the Required Lenders shall(or, increase in the case of any Event of Default under Section 10.7 hereof, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit and Guarantee Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.0%) per annum. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason.

Letter of Credit Fees; Cash Collateral. (a) Borrower Borrowers shall pay (wx) to Agent, for the ratable benefit of Lenders, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by (i) a per annum rate equal to the Letter Eurodollar Rate Loan Applicable Margin at the time of issuance with respect to Standby Letters of Credit Fee Percentageand (ii) a per annum rate equal to the Eurodollar Rate Loan Applicable Margin at the time of issuance minus one half of one percent (0.50%) with respect to Documentary Letters of Credit, the such fees under this Section 3.2(a)(w) to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly monthly in arrears on the first day of each quarter month and on the last day of the Term, Term and (xy) to Agent for the benefit of the Issuer, any and all customary fees and expenses as agreed upon by the Issuer and the Borrowing Agent in connection with any Letter of Credit, including, without limitation, in connection with the issuanceopening, amendment or renewal of any such Letter of Credit, Credit and (y) to shall reimburse Agent for the ratable benefit of Lendersany and all fees and expenses, a fee equal if any, paid by Agent to the greater of (i) one-quarter of one percent (0.25%) of the amount of each draft negotiated with respect to any Letter of Credit upon the payment thereof and (ii) $100 Issuer (all of the foregoing fees, the “"Letter of Credit and Guarantee Fees”"). All such charges shall be deemed earned in full on the date when and to the extent the same are due and payable hereunder and shall not be subject to rebate or pro-ration proration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s 's prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, the Agent may, and at the direction of the Required Lenders shallits option, increase the Letter of Credit and Guarantee Fees by two percent (2.0%) per annum. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration proration upon the termination of this Agreement for any reason.

Letter of Credit Fees; Cash Collateral. (a) Borrower The Borrowers shall pay (wi) to Agent, for the ratable benefit of LendersLenders according to their applicable Commitment Percentages, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by the Letter of Credit Fee PercentageApplicable Margin for LIBOR Rate Loans, the such fees under this Section 3.2(a)(w) to be calculated on the basis of a three hundred sixty (360-) day year for the actual number of days elapsed and to be payable quarterly monthly in arrears on the first (1st) day of each quarter month and on the last day for so long as any Letter of the TermCredit remains outstanding, and (xii) to Agent for the benefit of the Issuer, any and all customary fees and expenses as agreed upon by the Issuer and the Borrowers in connection with any Letter of Credit, including, without limitation, in connection with the issuanceopening, amendment or renewal of any such Letter of Credit, Credit and (y) to shall reimburse Agent for the ratable benefit of Lendersany and all fees and expenses, a fee equal if any, paid by Agent to the greater of (i) one-quarter of one percent (0.25%) of the amount of each draft negotiated with respect to any Letter of Credit upon the payment thereof and (ii) $100 Issuer (all of the foregoing feesfees described in clauses (i) and (ii) above, the “Letter of Credit and Guarantee Fees”). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction. Upon and after At the election of Agent or the Required Lenders, upon the occurrence of an Event of Default, and during the continuation thereof, Agent may, and at the direction of the Required Lenders Agent shall, increase the Letter of Credit and Guarantee Fees by two percent (2.0%2) percentage points per annum. At the election of Agent or the Required Lenders, such increased Letter of Credit Fee shall be applied retroactively to commence on the first (1st) date of the occurrence of the event giving rise to such Event of Default. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration proration upon the termination of this Agreement for any reason.

Letter of Credit Fees; Cash Collateral. (a) Borrower 2.32.1 The Company shall pay (wx) to the Administrative Agent, for the ratable benefit of Revolving Lenders, fees for each outstanding Letter of Credit for the period from and excluding the date of issuance of same such Letter of Credit to and including the date of expiration or termination, equal to the average daily face amount of each all outstanding Letter Letters of Credit multiplied by the Letter of Credit Fee PercentageApplicable Margin for Term Benchmark Loans, the such fees under this Section 3.2(a)(w) to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term, (x) to Agent for the benefit of Issuer, any and all customary fees and expenses in connection with any Letter of Credit, including, without limitation, in connection with the issuance, amendment or renewal of any such Letter of Credit, and (y) to Agent for the ratable benefit of Lendersapplicable Issuer, a fronting fee equal to in the greater amount of (i) one-quarter one eighth of one percent (0.250.125%) per annum times the daily face amount of all outstanding Letters of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the amount of each draft negotiated with respect to any Letter of Credit upon the payment thereof and (ii) $100 Term (all of the foregoing fees, the “Letter of Credit and Guarantee Fees”). In addition, the Company shall pay to the Administrative Agent, for the benefit of Issuer, any and all reasonable and customary administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and the Company in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after During the occurrence existence of an a Specified Event of Default, and during at the continuation thereof, option of Administrative Agent may, and or at the direction of the Required Lenders shall(or, increase in the case of any Event of Default under Sections 7.6 or 7.7, immediately and automatically upon the existence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit and Guarantee Fees described in clause (x) of this Section 2.32.1 shall be increased by an additional two percent (2.0%) per annum. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason.

Letter of Credit Fees; Cash Collateral. (a) Borrower shall pay (wi) to Agent, for the ratable benefit of LendersLenders according to their applicable Commitment Percentages, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by the Letter of Credit Fee Percentagethree and one half (3.50%) per annum, the such fees under this Section 3.2(a)(w) to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly monthly in arrears on the first day of each quarter month and on the last day for so long as any Letter of the TermCredit remains outstanding, and (xii) to Agent for the benefit of the Issuer, any and all customary fees and expenses as agreed upon by the Issuer and Borrower in connection with any Letter of Credit, including, without limitation, in connection with the issuanceopening, amendment or renewal of any such Letter of Credit, Credit and (y) to shall reimburse Agent for the ratable benefit of Lendersany and all fees and expenses, a fee equal if any, paid by Agent to the greater of (i) one-quarter of one percent (0.25%) of the amount of each draft negotiated with respect to any Letter of Credit upon the payment thereof and (ii) $100 Issuer (all of the foregoing feesfees described in clauses (i) and (ii) above, the “Letter of Credit and Guarantee Fees”). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction. Upon and after At the election of Agent or the Required Lenders, upon the occurrence of an Event of Default, and during the continuation thereof, Agent may, and at the direction of the Required Lenders Agent shall, increase the Letter of Credit and Guarantee Fees by two percent (2.0%2) percentage points per annum. At the election of Agent or the Required Lenders, such increased Letter of Credit Fee shall be applied retroactively to commence on the first date of the occurrence of the event giving rise to such Event of Default. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration proration upon the termination of this Agreement for any reason.

Letter of Credit Fees; Cash Collateral. (a) Borrower Borrowers shall pay (wx) to Agent, for the ratable benefit of Lenders, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by the Letter (i) three (3%) percent per annum with respect to Standby Letters of Credit Fee Percentageand (ii) three (3%) percent per annum with respect to Documentary Letters of Credit, the such fees under this Section 3.2(a)(w) to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly monthly in arrears on the first day of each quarter month and on the last day of the Term, Term and (xy) to Agent for the benefit of the Issuer, any and all customary fees and expenses as agreed upon by the Issuer and the Borrowers in connection with any Letter of Credit, including, without limitation, in connection with the issuanceopening, amendment or renewal of any such Letter of Credit, Credit and (y) to shall reimburse Agent for the ratable benefit of Lendersany and all fees and expenses, a fee equal if any, paid by Agent to the greater of (i) one-quarter of one percent (0.25%) of the amount of each draft negotiated with respect to any Letter of Credit upon the payment thereof and (ii) $100 Issuer (all of the foregoing fees, the “"Letter of Credit and Guarantee Fees”"). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration proration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s 's prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, the Agent may, and at the direction of the Required Lenders the Agent shall, increase the Letter of Credit and Guarantee Fees by two percent (2.0%) per annum. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration proration upon the termination of this Agreement for any reason.

Letter of Credit Fees; Cash Collateral. (a) Borrower shall pay (wi) to Agent, for the ratable benefit of Lenders, Lender fees for each Letter of Credit that is a standby Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding such standby Letter of Credit multiplied by the Letter of Credit Fee Percentagetwo (2.0%) per annum, the such fees under this Section 3.2(a)(w) to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each quarter of August, November, February and May, and on the last day of the Term, Term and (xii) to Agent for the benefit of Issuer, any and all customary fees and expenses as agreed upon by the Issuer and the Borrower in connection with any Letter of Credit, including, without limitation, in connection with the issuanceopening, amendment amendment, maintenance or renewal of any such Letter of Credit, Credit (it being acknowledged and understood by Borrower that the current fee of HSBC Bank for the payment and negotiation of a Letter of Credit is the greater of (x) .25% of the amount of such payment and (y) to Agent $95.00) and shall reimburse Lender for the ratable benefit of Lendersany and all fees and expenses, a fee equal to the greater of (i) one-quarter of one percent (0.25%) of the amount of each draft negotiated with respect if any, paid by Lender to any Letter of Credit upon the payment thereof and (ii) $100 Issuer (all of the foregoing fees, the “"Letter of Credit and Guarantee Fees”"). All such charges Letter of Credit Fees shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration proration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s 's prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, Agent may, and at the direction of the Required Lenders shall, Lender may increase the Letter of Credit and Guarantee Fees under clause (i) of this Section 3.2 by two percent (2.0%) per annum. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration proration upon the termination of this Agreement for any reason.

Letter of Credit Fees; Cash Collateral. (a) Borrower The Borrowers shall pay (wi) to Agent, for the ratable benefit of LendersLenders according to their applicable Commitment Percentages, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by the Letter of Credit Fee PercentageApplicable Margin for LIBOR Rate Loans, the such fees under this Section 3.2(a)(w) to be calculated on the basis of a three hundred sixty (360-) day year for the actual number of days elapsed and to be payable quarterly in arrears on the first (1st) day of each calendar quarter (commencing October 1, 2011) and on the last day for so long as any Letter of the TermCredit remains outstanding, and (xii) to Agent for the benefit of the Issuer, any and all customary fees and expenses as agreed upon by the Issuer and the Borrowers in connection with any Letter of Credit, including, without limitation, in connection with the issuanceopening, amendment or renewal of any such Letter of Credit, Credit and (y) to shall reimburse Agent for the ratable benefit of Lendersany and all fees and expenses, a fee equal if any, paid by Agent to the greater of (i) one-quarter of one percent (0.25%) of the amount of each draft negotiated with respect to any Letter of Credit upon the payment thereof and (ii) $100 Issuer (all of the foregoing feesfees described in clauses (i) and (ii) above, the “Letter of Credit and Guarantee Fees”). All such charges , and shall be deemed earned payable in full arrears on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination first (1st) day of this Agreement for any reasoneach calendar quarter (commencing October 1, 2011). Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction. Upon and after At the election of Agent or the Required Lenders, upon the occurrence of an Event of Default, and during the continuation thereofDefault (other than an Event of Default arising under Section 10.6), Agent may, and at the direction of the Required Lenders Agent shall, and during the continuation of any such Event of Default, increase the Letter of Credit and Guarantee Fees by two percent (2.0%2) percentage points per annum, provided, that, upon the occurrence of an Event of Default arising under Section 10.6, such increase in the Letter of Credit Fees shall occur automatically and shall remain in effect during the continuation of any such Event of Default. At the election of Agent or the Required Lenders, such increased Letter of Credit Fee shall be applied retroactively to commence on the first (1st) date of the occurrence of the event giving rise to such Event of Default. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration proration upon the termination of this Agreement for any reason.

Letter of Credit Fees; Cash Collateral. (a) Borrower The Borrowers shall pay (wi) to Agent, for the ratable benefit of LendersLenders according to their applicable Commitment Percentages, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by the Letter of Credit Fee PercentageApplicable Margin for LIBOR Rate Loans, the such fees under this Section 3.2(a)(w) to be calculated on the basis of a three hundred sixty (360-) day year for the actual number of days elapsed and to be payable quarterly monthly in arrears on the first (1st) day of each quarter month and on the last day for so long as any Letter of the TermCredit remains outstanding, and (xii) to Agent for the benefit of the Issuer, any and all customary fees and expenses as agreed upon by the Issuer and Borrowers in connection with any Letter of Credit, including, without limitation, in connection with the issuanceopening, amendment or renewal of any such Letter of Credit, Credit and (y) to shall reimburse Agent for the ratable benefit of Lendersany and all fees and expenses, a fee equal if any, paid by Agent to the greater of (i) one-quarter of one percent (0.25%) of the amount of each draft negotiated with respect to any Letter of Credit upon the payment thereof and (ii) $100 Issuer (all of the foregoing feesfees described in clauses (i) and (ii) above, the “Letter of Credit and Guarantee Fees”). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction. Upon and after At the election of Agent or the Required Lenders, upon the occurrence of an Event of Default, and during the continuation thereof, Agent may, and at the direction of the Required Lenders Agent shall, increase the Letter of Credit and Guarantee Fees by two percent (2.0%2) percentage points per annum. At the election of Agent or the Required Lenders, such increased Letter of Credit Fee shall be applied retroactively to commence on the first (1st) date of the occurrence of the event giving rise to such Event of Default. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration proration upon the termination of this Agreement for any reason.

Letter of Credit Fees; Cash Collateral. (a) Borrower shall pay (w) to Agent, for the ratable benefit of Lenders, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by the Letter of Credit Fee Percentage, the fees under this Section 3.2(a)(w) to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each quarter and on the last day of the Term, (x) to Agent for the benefit of Issuer, (x) any and all customary fees and expenses in connection with any Letter of Credit, including, without limitation, in connection with the issuance, amendment or renewal of any such Letter of Credit, and (y) to Agent for the ratable benefit of Lenders, a fee equal to the greater of (i) one-quarter eighth of one percent (0.250.125%) of the amount of each draft negotiated with respect to any Letter of Credit upon the payment thereof and (ii) $100 (all of the foregoing fees, the “Letter of Credit and Guarantee Fees”). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, Agent may, and at the direction of the Required Lenders shall, increase the Letter of Credit and Guarantee Fees by two percent (2.0%) per annum. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason.

Letter of Credit Fees; Cash Collateral. (a) Borrower a)Borrowers shall pay (wx) to Agent, for the ratable benefit of Revolving Lenders, fees for each outstanding Letter of Credit for the period from and excluding the date of issuance of same such Letter of Credit to and including the date of expiration or termination, equal to the average daily face amount of each all outstanding Letter Letters of Credit multiplied by the Letter Applicable Margin and the SOFR Adjustment for Revolving Advances consisting of Credit Fee PercentageLIBORTerm SOFR Rate Loans, the such fees under this Section 3.2(a)(w) to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term, (x) to Agent for the benefit of Issuer, any and all customary fees and expenses in connection with any Letter of Credit, including, without limitation, in connection with the issuance, amendment or renewal of any such Letter of Credit, and (y) to Agent for the ratable benefit of Lendersapplicable Issuer, a fronting fee equal to in the greater amount of (i) one-one quarter of one percent (0.25%) per annum times the daily face amount of all outstanding Letters of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the amount of each draft negotiated with respect to any Letter of Credit upon the payment thereof and (ii) $100 Term (all of the foregoing fees, the “Letter of Credit and Guarantee Fees”). In addition, Borrowers shall pay to Agent, for the benefit of Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent may, and or at the direction of the Required Lenders shall​ (or, increase in the case of any Event of Default under Section 10.7 hereof, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit and Guarantee Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.0%) per annum. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason.

Letter of Credit Fees; Cash Collateral. (a) Borrower a)Borrowers shall pay (wx) to Agent, for the ratable benefit of Revolving Lenders, fees for each outstanding Letter of Credit for the period from and excluding the date of issuance of same such Letter of Credit to and including the date of expiration or termination, equal to the average daily face amount of each all outstanding Letter Letters of Credit multiplied by the Letter Applicable Margin for Revolving Advances consisting of Credit Fee PercentageLIBOR Rate Loans, the such fees under this Section 3.2(a)(w) to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term, (x) to Agent for the benefit of Issuer, any and all customary fees and expenses in connection with any Letter of Credit, including, without limitation, in connection with the issuance, amendment or renewal of any such Letter of Credit, and (y) to Agent for the ratable benefit of Lendersapplicable Issuer, a fronting fee equal to in the greater amount of (i) one-one quarter of one percent (0.25%) per annum times the daily face amount of all outstanding Letters of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the amount of each draft negotiated with respect to any Letter of Credit upon the payment thereof and (ii) $100 Term (all of the foregoing fees, the “Letter of Credit and Guarantee Fees”). In addition, Borrowers shall pay to Agent, for the benefit of Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent may, and or at the direction of the Required Lenders shall(or, increase in the case of any Event of Default under Section 10.7 hereof, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit and Guarantee Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.0%) per annum. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason.

Letter of Credit Fees; Cash Collateral. (a) Borrower shall pay (w) to Agent, for the ratable benefit of Lenders, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by the Letter of Credit Fee Percentage, the fees under this Section 3.2(a)(w) to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each quarter and on the last day of the Term, (x) to Agent for the benefit of Issuer, (x) any and all customary fees and expenses in connection with any Letter of Credit, including, without limitation, in connection with the issuance, amendment or renewal of any such Letter of Credit, and (y) to Agent for the ratable benefit of Lenders, a fee equal to the greater of (i) one-quarter eighth of one percent (0.250.125%) of the amount of each draft negotiated with respect to any Letter of Credit upon the payment thereof and (ii) $100 (all of the foregoing fees, the “Letter of Credit and Guarantee Fees”). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, Agent may, and at the direction of the Required Lenders shall, increase the Letter of Credit and Guarantee Fees by two percent (2.0%) per annum. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason.. (b) On demand from Agent or the Required Lenders at any time following (x) the occurrence of an Event of Default (whether or not such Event of Default is continuing) or (y) any termination of the Lenders’ commitment to make Revolving Advances, Borrower will cause cash to be deposited and maintained in an account with Agent, as cash collateral for the Obligations, in an amount equal to one hundred and five percent (105%) of the Letter of Credit Reserve, and Borrower hereby irrevocably authorizes Agent, in its discretion, on Xxxxxxxx’s behalf and in Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by Borrower, in the amounts required to be made by Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of Borrower coming into any Lender’s possession at any time. Agent will invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and 58

Letter of Credit Fees; Cash Collateral. (a) Borrower The Borrowers shall pay (wi) to Agent, for the ratable benefit of LendersLenders according to their Commitment Percentages, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by the Letter of Credit Fee PercentageApplicable Margin for LIBOR Rate Loans, the such fees under this Section 3.2(a)(w) to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly monthly in arrears on the first day of each quarter month and on the last day for so long as any Letter of the TermCredit remains outstanding, and (xii) to Agent for the benefit of the Issuer, any and all customary fees and expenses as agreed upon by the Issuer and the Borrowers in connection with any Letter of Credit, including, without limitation, in connection with the issuanceopening, amendment or renewal of any such Letter of Credit, Credit and (y) to shall reimburse Agent for the ratable benefit of Lendersany and all fees and expenses, a fee equal if any, paid by Agent to the greater of (i) one-quarter of one percent (0.25%) of the amount of each draft negotiated with respect to any Letter of Credit upon the payment thereof and (ii) $100 Issuer (all of the foregoing fees, the “Letter of Credit and Guarantee Fees”). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction. Upon and after At the election of Agent or the Required Lenders, upon the occurrence of an Event of Default, and during the continuation thereof, Agent may, and at the direction of the Required Lenders Agent shall, increase the Letter of Credit and Guarantee Fees by two percent (2.0%2) percentage points per annum. At the election of Agent or the Required Lenders, such increased Letter of Credit Fee shall be applied retroactively to commence on the first date of the occurrence of the event giving rise to such Event of Default. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration proration upon the termination of this Agreement for any reason.

Letter of Credit Fees; Cash Collateral. (a) Borrower Borrowers shall pay (wx) to Agent, for the ratable benefit of Lenders, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by (i) a per annum rate equal to the Letter Eurodollar Rate Loan Applicable Margin at the time of issuance with respect to Standby Letters of Credit Fee Percentageand (ii) a per annum rate equal to the Eurodollar Rate Loan Applicable Margin at the time of issuance with respect to Documentary Letters of Credit, the such fees under this Section 3.2(a)(w) to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly monthly in arrears on the first day of each quarter month and on the last day of the Term, Term and (xy) to Agent for the benefit of the Issuer, any and all customary fees and expenses as agreed upon by the Issuer and any Borrower in connection with any Letter of Credit, including, without limitation, in connection with the issuanceopening, amendment or renewal of any such Letter of Credit, Credit and (y) to shall reimburse Agent for the ratable benefit of Lendersany and all fees and expenses, a fee equal if any, paid by Agent to the greater of (i) one-quarter of one percent (0.25%) of the amount of each draft negotiated with respect to any Letter of Credit upon the payment thereof and (ii) $100 Issuer (all of the foregoing fees, the “Letter of Credit and Guarantee Fees”). All such charges Letter of Credit Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration proration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, the Agent may, and at the direction of the Required Lenders shallits option, increase the Letter of Credit and Guarantee Fees under the foregoing clause (x) by two percent (2.0%) per annum. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason.

Letter of Credit Fees; Cash Collateral. (a) Borrower a)Borrowers shall pay (wx) to Agent, for the ratable benefit of Revolving Lenders, fees for each outstanding Letter of Credit for the period from and excluding the date of issuance of same such Letter of Credit to and including the date of expiration or termination, equal to the average daily face amount of each all outstanding Letter Letters of Credit multiplied by the Letter Applicable Margin and the SOFR Adjustment for Revolving Advances consisting of Credit Fee PercentageTerm SOFR Rate Loans with an Interest Period of one-month, the such fees under this Section 3.2(a)(w) to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term, (x) to Agent for the benefit of Issuer, any and all customary fees and expenses in connection with any Letter of Credit, including, without limitation, in connection with the issuance, amendment or renewal of any such Letter of Credit, and (y) to Agent for the ratable benefit of Lendersapplicable Issuer, a fronting fee equal to in the greater amount of (i) one-one quarter of one percent (0.25%) per annum times the daily face amount of all outstanding Letters of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the amount of each draft negotiated with respect to any Letter of Credit upon the payment thereof and (ii) $100 Term (all of the foregoing fees, the “Letter of Credit and Guarantee Fees”). In addition, Borrowers shall pay to Agent, for the benefit of Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent may, and or at the direction of the Required Lenders shall(or, increase in the case of any Event of Default under Section 10.7 hereof, immediately and automatically upon the occurrence of any such Event of Default ​ ​ without the requirement of any affirmative action by any party), the Letter of Credit and Guarantee Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.0%) per annum. All Letter of Credit and Guarantee Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason.