Common use of Letter of Credit Fees, Commissions and Other Charges Clause in Contracts

Letter of Credit Fees, Commissions and Other Charges. (a) The Company shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of Credit, a letter of credit commission with respect to such Letter of Credit in an amount per annum equal to (i) the Applicable Margin applicable to Revolving Credit Loans that are Eurodollar Loans on the date of payment of such letter of credit commission (of which 1/4 of 1% per annum shall be for the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Commitment Percentages) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon the occurrence of such Event of Default, 2% multiplied by (ii) the undrawn face amount of such Letter of Credit; provided, however, that in no event shall such letter of credit commission in respect of any Commercial Letter of Credit be less than the amount which would be paid in respect of such Commercial Letter of Credit if it had a tenor of 120 days. (b) Letter of credit commissions which are payable pursuant to clause (a) above shall be non-refundable and shall be payable to the Administrative Agent in arrears on account of the period from the issuance date with respect to such Letter of Credit through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit) and on each succeeding L/C Fee Payment Date on account of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit). (c) In addition to the foregoing fees and commissions, the Company shall pay or reimburse the relevant Issuing Lender directly (and not through the Administrative Agent) in respect of each Letter of Credit for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by it. (d) The Administrative Agent shall pay to each applicable L/C Participant and the relevant Issuing Lender all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each such L/C Participant and such Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 7.6 within one Business Day following each L/C Fee Payment Date.

Letter of Credit Fees, Commissions and Other Charges. (a) The Company shall pay to the Multi-Currency Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of Credit, a letter of credit commission with respect to such Letter of Credit in an amount per annum equal to (i) the Applicable Margin applicable to Revolving Credit Loans that are Eurodollar Loans on the date of payment of such letter of credit commission (of which 1/4 of 1% per annum shall be for the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Multi-Currency Commitment Percentages) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon the occurrence of such Event of Default, 2% multiplied by (ii) the undrawn face amount of such Letter of Credit; provided, however, that in no event shall such letter of credit commission in respect of any Commercial Letter of Credit be less than the amount which would be paid in respect of such Commercial Letter of Credit if it had a tenor of 120 days. (b) Letter of credit commissions which are payable pursuant to clause (a) above shall be non-refundable and shall be payable to the Multi-Currency Administrative Agent in arrears on account of the period from the issuance date with respect to such Letter of Credit through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit) and on each succeeding L/C Fee Payment Date on account of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit). (c) In addition to the foregoing fees and commissions, the Company shall pay or reimburse the relevant Issuing Lender directly (and not through the Multi-Currency Administrative Agent) in respect of each Letter of Credit for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by it. (d) The Multi-Currency Administrative Agent shall pay to each applicable L/C Participant and the relevant Issuing Lender all fees and commissions (including, without limitation, any fees and commissions paid to the Multi-Currency Administrative Agent for the account of each such L/C Participant and such Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Multi-Currency Administrative Agent for their respective accounts pursuant to this Section 7.6 within one Business Day following each L/C Fee Payment Date.

Letter of Credit Fees, Commissions and Other Charges. (a) The Company Borrower shall pay to the relevant Issuing Bank with respect to each Letter of Credit issued by such Issuing Bank under this Agreement, for the account of such Issuing Bank, a fronting fee with respect to the period from the date of issuance of such Letter of Credit to the expiration or termination date of such Letter of Credit, computed at a rate per annum to be agreed upon by the Borrower and such Issuing Bank on the average aggregate amount available to be drawn under such Letter of Credit during the period for which such fee is calculated. Such fronting fee shall be payable in arrears on each L/C Fee Payment Date to occur after the issuance of such Letter of Credit and on the Revolving Credit Termination Date (or on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (b) The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of CreditParticipants, a letter of credit commission with respect to such Letter of Credit in an amount per annum equal to (i) the Applicable Margin applicable to Revolving Credit Loans that are Eurodollar Loans on the date of payment of such letter of credit commission (of which 1/4 of 1% per annum shall be for the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Commitment Percentages) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon the occurrence of such Event of Default, 2% multiplied by (ii) the undrawn face amount of such Letter of Credit; provided, however, that in no event shall such letter of credit commission in respect of any each Commercial Letter of Credit be less than issued under this Agreement with respect to the amount which would be paid in respect period from the date of issuance of such Commercial Letter of Credit if it had a tenor to the expiration or termination date of 120 days. (b) such Letter of credit commissions Credit, computed at a rate per annum equal to the Commercial L/C Fee Rate on the average aggregate amount available to be drawn under such Commercial Letter of Credit during the period for which are payable pursuant to clause (a) above such fee is calculated. Such commission shall be non-refundable and shared ratably among the L/C Participants in accordance with their respective Revolving Credit Commitment Percentages. Such commission shall be payable to the Administrative Agent in arrears on account of the period from the issuance date with respect to such Letter of Credit through the day immediately preceding the next each L/C Fee Payment Date to occur after the issuance of such Letter of Credit and on the Revolving Credit Termination Date (oror on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (c) The Borrower shall pay to the Administrative Agent, if earlierfor the account of the L/C Participants, a letter of credit commission with respect to each Standby Letter of Credit with respect to the expiry period from the date for of issuance of such Standby Letter of Credit to the expiration or termination date of such Letter of Credit) and , computed at a rate per annum equal to the Standby L/C Fee Rate of the average aggregate amount available to be drawn under such Standby Letter of Credit during the period for which such fee is calculated. Such commission shall be shared ratably among the L/C Participants in accordance with their respective Revolving Credit Commitment Percentages. Such commission shall be payable in arrears on each succeeding L/C Fee Payment Date on account to occur after the issuance of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit)Credit and on the Revolving Credit Termination Date (or on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (cd) In addition to the foregoing fees and commissions, the Company Borrower shall pay or reimburse the relevant each Issuing Lender directly (and not through the Administrative Agent) in respect of each Letter of Credit Bank for such normal and customary costs and expenses as are incurred or charged may be agreed upon by the Borrower and such Issuing Lender Bank in connection with issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by itsuch Issuing Bank. (de) The Administrative Agent shall pay shall, promptly following its receipt thereof, distribute to each applicable Issuing Bank and the L/C Participant and the relevant Issuing Lender Participants all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each such L/C Participant and such Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 7.6 within one Business Day following each L/C Fee Payment Datesubsection.

Letter of Credit Fees, Commissions and Other Charges. (a) The Company shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of Credit, a letter of credit commission with respect to such Letter of Credit in an amount per annum equal to (i) the Applicable Margin applicable to Revolving Credit Loans that are Eurodollar Loans on the date of payment of such letter of credit commission (of which 1/4 of 1% per annum shall be for the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Special L/C Commitment Percentages or Multi-Currency Commitment Percentages, as applicable) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon the occurrence of such Event of Default, 2% multiplied by times (ii) the undrawn face amount of such Letter of Credit; provided, however, provided that in no event shall such letter of credit commission in respect of any Commercial Letter of Credit be less than the amount which would be paid in respect of such Commercial Letter of Credit if it had a tenor of 120 days. (b) Letter of credit commissions which are payable pursuant to clause (a) above shall be non-refundable and shall be payable to the Administrative Agent Agent: (i) with respect to any Commercial Letter of Credit having a tenor of less than 120 days, in advance on the date of issuance of such Letter of Credit on account of the period of 120 days; and (ii) with respect to any other Letter of Credit, in arrears on account of the period from the issuance date with respect to such Letter of Credit thereto through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit) and on each succeeding L/C Fee Payment Date on account of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit). (c) In addition to the foregoing fees and commissions, the Company shall pay or reimburse the relevant Issuing Lender directly (and not through the Administrative Agent) in respect of each Letter of Credit for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by it. (d) The Administrative Agent shall pay to each applicable L/C Participant and the relevant Issuing Lender all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each such L/C Participant and such Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 7.6 subsection 10.7 within one Business Day day following each L/C Fee Payment Date.

Letter of Credit Fees, Commissions and Other Charges. (a) The Company Parent Borrowers (or, if a Letter of Credit is issued for the benefit of any Subsidiary, the Parent Borrowers and such Subsidiary, jointly and severally) shall pay to the relevant Issuing Bank with respect to each Letter of Credit issued by such Issuing Bank under this Agreement, for the account of such Issuing Bank, a fronting fee with respect to the period from the date of issuance of such Letter of Credit to the expiration or termination date of such Letter of Credit, computed at a rate of 1/8% per annum on the average aggregate amount available to be drawn under such Letter of Credit during the period for which such fee is calculated. Such fronting fee shall be payable in arrears on each Fee Payment Date to occur after the issuance of such Letter of Credit and on the Revolving Termination Date (or on such earlier date as the Revolving Commitments shall terminate as provided herein) and shall be nonrefundable. (b) The Parent Borrowers (or, if a Letter of Credit is issued for the benefit of any Subsidiary, the Parent Borrowers and such Subsidiary, jointly and severally) shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of CreditParticipants, a letter of credit commission with respect to each Letter of Credit issued under this Agreement with respect to the period from the date of issuance of such Letter of Credit in an amount to the expiration or termination date of such Letter of Credit, computed at a rate per annum equal to (i) the Applicable Margin applicable to Revolving Credit Loans that are in respect of Eurodollar Loans from time to time in effect on the date average aggregate amount available to be drawn under such Letter of payment of Credit during the period for which such letter of credit fee is calculated. Such commission (of which 1/4 of 1% per annum shall be for shared ratably among the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Revolving Commitment Percentages) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon . Such commission shall be payable in arrears on each Fee Payment Date to occur after the occurrence of such Event of Default, 2% multiplied by (ii) the undrawn face amount issuance of such Letter of Credit; provided, however, that in no event Credit and on 37 31 the Revolving Termination Date (or on such earlier date as the Revolving Commitments shall such letter of credit commission in respect of any Commercial Letter of Credit be less than the amount which would be paid in respect of such Commercial Letter of Credit if it had a tenor of 120 days. (bterminate as provided herein) Letter of credit commissions which are payable pursuant to clause (a) above shall be non-refundable and shall be payable to the Administrative Agent in arrears on account of the period from the issuance date with respect to such Letter of Credit through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit) and on each succeeding L/C Fee Payment Date on account of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit)nonrefundable. (c) In addition to the foregoing fees and commissions, the Company Parent Borrowers (or, if a Letter of Credit is issued for the benefit of any Subsidiary, the Parent Borrowers and such Subsidiary, jointly and severally) shall pay or reimburse the relevant each Issuing Lender directly (and not through the Administrative Agent) in respect of each Letter of Credit Bank for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by itCredit. (d) The Administrative Agent shall pay shall, promptly following its receipt thereof, distribute to each applicable Issuing Bank and the L/C Participant and the relevant Issuing Lender Participants all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each such L/C Participant and such Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 7.6 within one Business Day following each L/C Fee Payment Datesubsection.

Letter of Credit Fees, Commissions and Other Charges. The Company shall pay to the Issuing Bank with respect to each Letter of Credit issued by it under this Agreement, for the account of the Issuing Bank, a fronting fee with respect to the period from the date of issuance of such Letter of Credit to the expiration or termination date of such Letter of Credit, computed at a rate of 0.25% per annum on the average aggregate amount available to be drawn under such Letter of Credit during the period for which such fee is calculated. Such fronting fee shall be payable in arrears on each Fee Payment Date to occur after the issuance of such Letter of Credit and on the Revolving Credit Termination Date (aor on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. The Company shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of CreditParticipants, a letter of credit commission with respect to each Letter of Credit issued under this Agreement with respect to the period from the date of issuance of such Letter of Credit in an amount to the expiration or termination date of such Letter of Credit, computed at a rate per annum equal to (i) the Applicable Margin applicable to in respect of Revolving Credit Loans that which are Eurodollar Loans from time to time in effect on the date average aggregate amount available to be drawn under such Letter of payment of Credit during the period for which such letter of credit fee is calculated. Such commission (of which 1/4 of 1% per annum shall be for shared ratably among the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon . Such commission shall be payable in arrears on each Fee Payment Date to occur after the occurrence of such Event of Default, 2% multiplied by (ii) the undrawn face amount issuance of such Letter of Credit; provided, however, that in no event Credit and on the Revolving Credit Termination Date (or on such earlier date as the Revolving Credit Commitments shall such letter of credit commission in respect of any Commercial Letter of Credit be less than the amount which would be paid in respect of such Commercial Letter of Credit if it had a tenor of 120 days. (bterminate as provided herein) Letter of credit commissions which are payable pursuant to clause (a) above shall be non-refundable and shall be payable to the Administrative Agent in arrears on account of the period from the issuance date with respect to such Letter of Credit through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit) and on each succeeding L/C Fee Payment Date on account of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit). (c) nonrefundable. In addition to the foregoing fees and commissions, the Company shall pay or reimburse the relevant Issuing Lender directly (and not through the Administrative Agent) in respect of each Letter of Credit Bank for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by it. (d) Credit. The Administrative Agent shall pay shall, promptly following its receipt thereof, distribute to each applicable the Issuing Bank and the L/C Participant and the relevant Issuing Lender Participants all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each such L/C Participant and such Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 7.6 within one Business Day following subsection. . The Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Fee Payment DateParticipant, and, to induce the Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk, an undivided interest equal to such L/C Participant's Revolving Credit Commitment Percentage of the Issuing Bank's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Bank that, if a draft is paid under any Letter of Credit for which the Issuing Bank is not reimbursed in full by the Company in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Bank upon demand at the Issuing Bank's address for notices specified herein an amount equal to such L/C Participant's then Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each L/C Participant's obligation to make the payment referred to in the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such L/C Participant or the Company may have against the Issuing Bank or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company or any of its Subsidiaries, (iv) any breach of this Agreement by any Loan Party or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any amount required to be paid by any L/C Participant to the Issuing Bank pursuant to subsection 2.8(a) in respect of any unreimbursed portion of any payment made by the Issuing Bank under any Letter of Credit is paid to the Issuing Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Bank on demand an amount equal to the product of such amount, times the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Bank, times a fraction, the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to subsection 2.8(a) is not in fact made available to the Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, the Issuing Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans hereunder. A certificate of the Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection shall be conclusive in the absence of manifest error. Whenever, at any time after the Issuing Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with subsection 2.8(a), the Issuing Bank receives any payment related to such Letter of Credit (whether directly from the Company or otherwise, including proceeds of collateral applied thereto by the Issuing Bank), or any payment of interest on account thereof, the Issuing Bank will distribute to such L/C Participant its pro rata share thereof, provided, however, that in the event that any such payment received by the Issuing Bank shall be required to be returned by the Issuing Bank, such L/C Participant shall return to the Issuing Bank the portion thereof previously distributed by the Issuing Bank to it.

Letter of Credit Fees, Commissions and Other Charges. (a) The Company shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of Credit, a letter of credit commission with respect to such Letter of Credit in an amount per annum equal to (i) the Applicable Margin applicable to Revolving Credit Loans that are Eurodollar Loans on the date of payment of such letter of credit commission (of which 1/4 of 1% per annum shall be for the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Multi-Currency Commitment Percentages) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon the occurrence of such Event of Default, 2% multiplied by times (ii) the undrawn face amount of such Letter of Credit; provided, however, provided that in no event shall such letter of credit commission in respect of any Commercial Letter of Credit be less than the amount which would be paid in respect of such Commercial Letter of Credit if it had a tenor of 120 days. (b) Letter of credit commissions which are payable pursuant to clause (a) above shall be non-refundable and shall be payable to the Administrative Agent in arrears on account of the period from the issuance date with respect to such Letter of Credit through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit) and on each succeeding L/C Fee Payment Date on account of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit). (c) In addition to the foregoing fees and commissions, the Company shall pay or reimburse the relevant Issuing Lender directly (and not through the Administrative Agent) in respect of each Letter of Credit for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by it. (d) The Administrative Agent shall pay to each applicable L/C Participant and the relevant Issuing Lender all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each such L/C Participant and such Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 7.6 subsection 7.7 within one Business Day day following each L/C Fee Payment Date.

Letter of Credit Fees, Commissions and Other Charges. The Company shall pay to the Issuing Bank with respect to each Letter of Credit issued by it under this Agreement, for the account of the Issuing Bank, a fronting fee with respect to the period from the date of issuance of such Letter of Credit to the expiration or termination date of such Letter of Credit, computed at a rate of 0.25% per annum on the average aggregate amount available to be drawn under such Letter of Credit during the period for which such fee is calculated. Such fronting fee shall be payable in arrears on each Fee Payment Date to occur after the issuance of such Letter of Credit and on the Revolving Credit Termination Date (aor on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. The Company shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of CreditParticipants, a letter of credit commission with respect to each Letter of Credit issued under this Agreement with respect to the period from the date of issuance of such Letter of Credit in an amount to the expiration or termination date of such Letter of Credit, computed at a rate per annum equal to (i) the Applicable Margin applicable to in respect of Revolving Credit Loans that which are Eurodollar Loans from time to time in effect on the date average aggregate amount available to be drawn under such Letter of payment of Credit during the period for which such letter of credit fee is calculated. Such commission (of which 1/4 of 1% per annum shall be for shared ratably among the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon . Such commission shall be payable in arrears on each Fee Payment Date to occur after the occurrence of such Event of Default, 2% multiplied by (ii) the undrawn face amount issuance of such Letter of Credit; provided, however, that in no event Credit and on the Revolving Credit Termination Date (or on such earlier date as the Revolving Credit Commitments shall such letter of credit commission in respect of any Commercial Letter of Credit be less than the amount which would be paid in respect of such Commercial Letter of Credit if it had a tenor of 120 days. (bterminate as provided herein) Letter of credit commissions which are payable pursuant to clause (a) above shall be non-refundable and shall be payable to the Administrative Agent in arrears on account of the period from the issuance date with respect to such Letter of Credit through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit) and on each succeeding L/C Fee Payment Date on account of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit). (c) nonrefundable. In addition to the foregoing fees and commissions, the Company shall pay or reimburse the relevant Issuing Lender directly (and not through the Administrative Agent) in respect of each Letter of Credit Bank for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by it. (d) Credit. The Administrative Agent shall pay shall, promptly following its receipt thereof, distribute to each applicable the Issuing Bank and the L/C Participant and the relevant Issuing Lender Participants all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each such L/C Participant and such Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 7.6 within one Business Day following each L/C Fee Payment Datesubsection.

Letter of Credit Fees, Commissions and Other Charges. (a) The Company shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of Credit, a letter of credit commission with respect to such Letter of Credit in an amount per annum equal to (i) the Applicable Margin applicable to Revolving Credit Loans that are Eurodollar Loans on the date of payment of such letter of credit commission (of which ) 1/4 of 1% per annum shall be for the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Commitment Percentages) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon the occurrence of such Event of Default, 2% multiplied by (ii) the undrawn face amount of such Letter of Credit; provided, however, that in no event shall such letter of credit commission in respect of any Commercial Letter of Credit be less than the amount which would be paid in respect of such Commercial Letter of Credit if it had a tenor of 120 days. (b) Letter of credit commissions which are payable pursuant to clause (a) above shall be non-refundable and shall be payable to the Administrative Agent in arrears on account of the period from the issuance date with respect to such Letter of Credit through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit) and on each succeeding L/C Fee Payment Date on account of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit). (c) In addition to the foregoing fees and commissions, the Company shall pay or reimburse the relevant Issuing Lender directly (and not through the Administrative Agent) in respect of each Letter of Credit for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by it. (d) The Administrative Agent shall pay to each applicable L/C Participant and the relevant Issuing Lender all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each such L/C Participant and such Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 7.6 within one (1) Business Day following each L/C Fee Payment Date.

Letter of Credit Fees, Commissions and Other Charges. (a) The Company Borrower shall pay to the relevant Issuing Bank with respect to each Letter of Credit issued by such Issuing Bank under this Agreement, for the account of such Issuing Bank, a fronting fee with respect to the period from the date of issuance of such Letter of Credit to the expiration or termination date of such Letter of Credit, computed at a rate per annum equal to 0.375% on the average aggregate amount available to be drawn under such Letter of Credit during the period for which such fee is calculated. Such fronting fee shall be payable monthly in arrears on each L/C Fee Payment Date to occur after the issuance of such Letter of Credit and on the Revolving Credit Termination Date or on such earlier date as the Revolving Credit Commitments shall terminate as provided herein and shall be nonrefundable. (b) The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of CreditParticipants, a letter of credit commission with respect to each Trade Letter of Credit issued under this Agreement with respect to the period from the date of issuance of such Trade Letter of Credit to the expiration or termination date of such Letter of Credit in an amount Credit, computed at a rate per annum equal to (i) the Applicable Margin applicable Trade L/C Fee Rate in effect from time to Revolving Credit Loans that are Eurodollar Loans time on the date average aggregate amount available to be drawn under such Trade Letter of payment of Credit during the period for which such letter of credit fee is calculated. Such commission (of which 1/4 of 1% per annum shall be for shared ratably among the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon the occurrence of such Event of Default, 2% multiplied by (ii) the undrawn face amount of such Letter of Credit; provided, however, that in no event shall such letter of credit . Such commission in respect of any Commercial Letter of Credit be less than the amount which would be paid in respect of such Commercial Letter of Credit if it had a tenor of 120 days. (b) Letter of credit commissions which are payable pursuant to clause (a) above shall be non-refundable and shall be payable to the Administrative Agent in arrears on account of the period from the issuance date with respect to such Letter of Credit through the day immediately preceding the next each L/C Fee Payment Date to occur after the issuance of such Letter of Credit and on the Revolving Credit Termination Date (oror on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (c) The Borrower shall pay to the Administrative Agent, if earlierfor the account of the L/C Participants, a letter of credit commission with respect to each Standby Letter of Credit with respect to the expiry period from the date for of issuance of such Standby Letter of Credit to the expiration or termination date of such Letter of Credit) and , computed at a rate per annum equal to the Standby L/C Fee Rate in effect from time to time on the average aggregate amount available to be drawn under such Standby Letter of Credit during the period for which such fee is calculated. Such commission shall be shared ratably among the L/C Participants in accordance with their respective Revolving Credit Commitment Percentages. Such commission shall be payable in arrears on each succeeding L/C Fee Payment Date on account to occur after the issuance of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit)Credit and on the Revolving Credit Termination Date (or on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (cd) In addition to the foregoing fees and commissions, the Company Borrower shall pay or reimburse the relevant each Issuing Lender directly (and not through the Administrative Agent) in respect of each Letter of Credit Bank for such normal and customary costs and expenses as are incurred or charged may be agreed upon by the Borrower and such Issuing Lender Bank in connection with issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by itsuch Issuing Bank. (de) The Administrative Agent shall pay shall, promptly following its receipt thereof, distribute to each applicable Issuing Bank and the L/C Participant and the relevant Issuing Lender Participants all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each such L/C Participant and such Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 7.6 within one Business Day following each L/C Fee Payment Datesubsection.

Letter of Credit Fees, Commissions and Other Charges. (a) The Company Borrower shall pay to the relevant Issuing Bank with respect to each Letter of Credit issued by such Issuing Bank under this Agreement, for the account of such Issuing Bank, a fronting fee with respect to the period from the date of issuance of such Letter of Credit to the expiration or termination date of such Letter of Credit, computed at a rate per annum equal to 0.125% on the average aggregate amount available to be drawn under such Letter of Credit during the period for which such fee is calculated. Such fronting fee shall be payable quarterly in arrears on each L/C Fee Payment Date to occur after the issuance of such Letter of Credit and on the Termination Date or on such earlier date as the Revolving Credit Commitments shall terminate as provided herein and shall be nonrefundable. (b) The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of CreditParticipants, a letter of credit commission with respect to each Trade Letter of Credit issued under this Agreement with respect to the period from the date of issuance of such Trade Letter of Credit to the expiration or termination date of such Letter of Credit in an amount Credit, computed at a rate per annum equal to (i) the Applicable Margin applicable Trade L/C Fee Rate in effect from time to Revolving Credit Loans that are Eurodollar Loans time on the date average aggregate amount available to be drawn under such Trade Letter of payment of Credit during the period for which such letter of credit fee is calculated. Such commission (of which 1/4 of 1% per annum shall be for shared ratably among the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon the occurrence of such Event of Default, 2% multiplied by (ii) the undrawn face amount of such Letter of Credit; provided, however, that in no event shall such letter of credit . Such commission in respect of any Commercial Letter of Credit be less than the amount which would be paid in respect of such Commercial Letter of Credit if it had a tenor of 120 days. (b) Letter of credit commissions which are payable pursuant to clause (a) above shall be non-refundable and shall be payable to the Administrative Agent in arrears on account of the period from the issuance date with respect to such Letter of Credit through the day immediately preceding the next each L/C Fee Payment Date to occur after the issuance of such Letter of Credit and on the Termination Date (oror on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (c) The Borrower shall pay to the Administrative Agent, if earlierfor the account of the L/C Participants, a letter of credit commission with respect to each Standby Letter of Credit with respect to the expiry period from the date for of issuance of such Standby Letter of Credit to the expiration or termination date of such Letter of Credit) and , computed at a rate per annum equal to the Standby L/C Fee Rate in effect from time to time on the average aggregate amount available to be drawn under such Standby Letter of Credit during the period for which such fee is calculated. Such commission shall be shared ratably among the L/C Participants in accordance with their respective Revolving Credit Commitment Percentages. Such commission shall be payable in arrears on each succeeding L/C Fee Payment Date on account to occur after the issuance of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit)Credit and on the Termination Date (or on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (cd) In addition to the foregoing fees and commissions, the Company Borrower shall pay or reimburse the relevant each Issuing Lender directly (and not through the Administrative Agent) in respect of each Letter of Credit Bank for such normal and customary costs and expenses as are incurred or charged may be agreed upon by the Borrower and such Issuing Lender Bank in connection with issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by itsuch Issuing Bank. (de) The Administrative Agent shall pay shall, promptly following its receipt thereof, distribute to each applicable Issuing Bank and the L/C Participant and the relevant Issuing Lender Participants all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each such L/C Participant and such Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 7.6 within one Business Day following each L/C Fee Payment Datesubsection.

Letter of Credit Fees, Commissions and Other Charges. (a) The Company shall pay to the Issuing Bank with respect to each Letter of Credit issued by it under this Agreement, for the account of the Issuing Bank, a fronting fee with respect to the period from the date of issuance of such Letter of Credit to the expiration or termination date of such Letter of Credit, computed at a rate of 0.25% per annum on the average aggregate amount available to be drawn under such Letter of Credit during the period for which such fee is calculated. Such fronting fee shall be payable in arrears on each Fee Payment Date to occur after the issuance of such Letter of Credit and on the Revolving Credit Termination Date (or on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (b) The Company shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of CreditParticipants, a letter of credit commission with respect to each Letter of Credit issued under this Agreement with respect to the period from the date of issuance of such Letter of Credit in an amount to the expiration or termination date of such Letter of Credit, computed at a rate per annum equal to (i) the Applicable Margin applicable to in respect of Revolving Credit Loans that which are Eurodollar Loans from time to time in effect on the date average aggregate amount available to be drawn under such Letter of payment of Credit during the period for which such letter of credit fee is calculated. Such commission (of which 1/4 of 1% per annum shall be for shared ratably among the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon . Such commission shall be payable in arrears on each Fee Payment Date to occur after the occurrence of such Event of Default, 2% multiplied by (ii) the undrawn face amount issuance of such Letter of Credit; provided, however, that in no event Credit and on the Revolving Credit Termination Date (or on such earlier date as the Revolving Credit Commitments shall such letter of credit commission in respect of any Commercial Letter of Credit be less than the amount which would be paid in respect of such Commercial Letter of Credit if it had a tenor of 120 days. (bterminate as provided herein) Letter of credit commissions which are payable pursuant to clause (a) above shall be non-refundable and shall be payable to the Administrative Agent in arrears on account of the period from the issuance date with respect to such Letter of Credit through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit) and on each succeeding L/C Fee Payment Date on account of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit)nonrefundable. (c) In addition to the foregoing fees and commissions, the Company shall pay or reimburse the relevant Issuing Lender directly (and not through the Administrative Agent) in respect of each Letter of Credit Bank for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by it.Credit. 35 28 (d) The Administrative Agent shall pay shall, promptly following its receipt thereof, distribute to each applicable the Issuing Bank and the L/C Participant and the relevant Issuing Lender Participants all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each such L/C Participant and such Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 7.6 within one Business Day following each L/C Fee Payment Datesubsection.

Letter of Credit Fees, Commissions and Other Charges. (a) The Company Borrower shall pay to the relevant Issuing Bank with respect to each Letter of Credit issued by such Issuing Bank under this Agreement, for the account of such Issuing Bank, a fronting fee with respect to the period from the date of issuance of such Letter of Credit to the expiration or termination date of such Letter of Credit, computed at a rate per annum to be agreed upon by the Borrower and such Issuing Bank on the average aggregate amount available to be drawn under such Letter of Credit during the period for which such fee is calculated. Such fronting fee shall be payable in arrears on each L/C Fee Payment Date to occur after the issuance of such Letter of Credit and on the Revolving Credit Termination Date (or on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (b) The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of CreditParticipants, a letter of credit commission with respect to each Trade Letter of Credit issued under this Agreement with respect to the period from the date of issuance of such Trade Letter of Credit to the expiration or termination date of such Letter of Credit in an amount Credit, computed at a rate per annum equal to (i) the Applicable Margin applicable Trade L/C Fee Rate in effect from time to Revolving Credit Loans that are Eurodollar Loans time on the date average aggregate amount available to be drawn under such Trade Letter of payment of Credit during the period for which such letter of credit fee is calculated. Such commission (of which 1/4 of 1% per annum shall be for shared ratably among the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon the occurrence of such Event of Default, 2% multiplied by (ii) the undrawn face amount of such Letter of Credit; provided, however, that in no event shall such letter of credit . Such commission in respect of any Commercial Letter of Credit be less than the amount which would be paid in respect of such Commercial Letter of Credit if it had a tenor of 120 days. (b) Letter of credit commissions which are payable pursuant to clause (a) above shall be non-refundable and shall be payable to the Administrative Agent in arrears on account of the period from the issuance date with respect to such Letter of Credit through the day immediately preceding the next each L/C Fee Payment Date to occur after the issuance of such Letter of Credit and on the Revolving Credit Termination Date (oror on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (c) The Borrower shall pay to the Administrative Agent, if earlierfor the account of the L/C Participants, a letter of credit commission with respect to each Standby Letter of Credit with respect to the expiry period from the date for of issuance of such Standby Letter of Credit to the expiration or termination date of such Letter of Credit) and , computed at a rate per annum equal to the Standby L/C Fee Rate in effect from time to time on the average aggregate amount available to be drawn under such Standby Letter of Credit during the period for which such fee is calculated. Such commission shall be shared ratably among the L/C Participants in accordance with their respective Revolving Credit Commitment Percentages. Such commission shall be payable in arrears on each succeeding L/C Fee Payment Date on account to occur after the issuance of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit)Credit and on the Revolving Credit Termination Date (or on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (cd) In addition to the foregoing fees and commissions, the Company Borrower shall pay or reimburse the relevant each Issuing Lender directly (and not through the Administrative Agent) in respect of each Letter of Credit Bank for such normal and customary costs and expenses as are incurred or charged may be agreed upon by the Borrower and such Issuing Lender Bank in connection with issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by itsuch Issuing Bank. (de) The Administrative Agent shall pay shall, promptly following its receipt thereof, distribute to each applicable Issuing Bank and the L/C Participant and the relevant Issuing Lender Participants all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each such L/C Participant and such Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 7.6 within one Business Day following each L/C Fee Payment Datesubsection.

Letter of Credit Fees, Commissions and Other Charges. (a) The Company Borrower shall pay to the relevant Issuing Bank with respect to each Letter of Credit issued by such Issuing Bank under this Agreement, for the account of such Issuing Bank, a fronting fee with respect to the period from the date of issuance of such Letter of Credit to the expiration or termination date of such Letter of Credit, computed at a rate per annum to be agreed upon by the Borrower and such Issuing Bank on the average aggregate amount available to be drawn under such Letter of Credit during the period for which such fee is calculated. Such fronting fee shall be payable in arrears on each L/C Fee Payment 49 Date to occur after the issuance of such Letter of Credit and on the Revolving Credit Termination Date (or on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (b) The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of CreditParticipants, a letter of credit commission with respect to such Letter of Credit in an amount per annum equal to (i) the Applicable Margin applicable to Revolving Credit Loans that are Eurodollar Loans on the date of payment of such letter of credit commission (of which 1/4 of 1% per annum shall be for the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Commitment Percentages) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon the occurrence of such Event of Default, 2% multiplied by (ii) the undrawn face amount of such Letter of Credit; provided, however, that in no event shall such letter of credit commission in respect of any each Commercial Letter of Credit be less than issued under this Agreement with respect to the amount which would be paid in respect period from the date of issuance of such Commercial Letter of Credit if it had a tenor to the expiration or termination date of 120 days. (b) such Letter of credit commissions Credit, computed at a rate per annum equal to the Commercial L/C Fee Rate on the average aggregate amount available to be drawn under such Commercial Letter of Credit during the period for which are payable pursuant to clause (a) above such fee is calculated. Such commission shall be non-refundable and shared ratably among the L/C Participants in accordance with their respective Revolving Credit Commitment Percentages. Such commission shall be payable to the Administrative Agent in arrears on account of the period from the issuance date with respect to such Letter of Credit through the day immediately preceding the next each L/C Fee Payment Date to occur after the issuance of such Letter of Credit and on the Revolving Credit Termination Date (oror on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (c) The Borrower shall pay to the Administrative Agent, if earlierfor the account of the L/C Participants, a letter of credit commission with respect to each Standby Letter of Credit with respect to the expiry period from the date for of issuance of such Standby Letter of Credit to the expiration or termination date of such Letter of Credit) and , computed at a rate per annum equal to the Standby L/C Fee Rate of the average aggregate amount available to be drawn under such Standby Letter of Credit during the period for which such fee is calculated. Such commission shall be shared ratably among the L/C Participants in accordance with their respective Revolving Credit Commitment Percentages. Such commission shall be payable in arrears on each succeeding L/C Fee Payment Date on account to occur after the issuance of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit)Credit and on the Revolving Credit Termination Date (or on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (cd) In addition to the foregoing fees and commissions, the Company Borrower shall pay or reimburse the relevant each Issuing Lender directly (and not through the Administrative Agent) in respect of each Letter of Credit Bank for such normal and customary costs and expenses as are incurred or charged may be agreed upon by the Borrower and such Issuing Lender Bank in connection with issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by itsuch Issuing Bank. (de) The Administrative Agent shall pay shall, promptly following its receipt thereof, distribute to each applicable Issuing Bank and the L/C Participant and the relevant Issuing Lender Participants all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each such L/C Participant and such Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 7.6 within one Business Day following each L/C Fee Payment Datesubsection.

Letter of Credit Fees, Commissions and Other Charges. (a) The Company Borrower shall pay to the relevant Issuing Bank with respect to each Letter of Credit issued by such Issuing Bank under this Agreement, for the account of such Issuing Bank, a fronting fee with respect to the period from the date of issuance of such Letter of Credit to the expiration or termination date of such Letter of Credit, computed at a rate per annum equal to 0.25% on the average aggregate amount available to be drawn under such Letter of Credit during the period for which such fee is calculated. Such fronting fee shall be payable monthly in arrears on each L/C Fee Payment Date to occur after the issuance of such Letter of Credit and on the Termination Date or on such earlier date as the Revolving Credit Commitments shall terminate as provided herein and shall be nonrefundable. (b) The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of CreditParticipants, a letter of credit commission with respect to each Trade Letter of Credit issued under this Agreement with respect to the period from the date of issuance of such Trade Letter of Credit to the expiration or termination date of such Letter of Credit in an amount Credit, computed at a rate per annum equal to (i) the Applicable Margin applicable Trade L/C Fee Rate in effect from time to Revolving Credit Loans that are Eurodollar Loans time on the date average aggregate amount available to be drawn under such Trade Letter of payment of Credit during the period for which such letter of credit fee is calculated. Such commission (of which 1/4 of 1% per annum shall be for shared ratably among the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon the occurrence of such Event of Default, 2% multiplied by (ii) the undrawn face amount of such Letter of Credit; provided, however, that in no event shall such letter of credit . Such commission in respect of any Commercial Letter of Credit be less than the amount which would be paid in respect of such Commercial Letter of Credit if it had a tenor of 120 days. (b) Letter of credit commissions which are payable pursuant to clause (a) above shall be non-refundable and shall be payable to the Administrative Agent in arrears on account of the period from the issuance date with respect to such Letter of Credit through the day immediately preceding the next each L/C Fee Payment Date to occur after the issuance of such Letter of Credit and on the Termination Date (oror on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (c) The Borrower shall pay to the Administrative Agent, if earlierfor the account of the L/C Participants, a letter of credit commission with respect to each Standby Letter of Credit with respect to the expiry period from the date for of issuance of such Standby Letter of Credit to the expiration or termination date of such Letter of Credit) and , computed at a rate per annum equal to the Standby L/C Fee Rate in effect from time to time on the average aggregate amount available to be drawn under such Standby Letter of Credit during the period for which such fee is calculated. Such commission shall be shared ratably among the L/C Participants in accordance with their respective Revolving Credit Commitment Percentages. Such commission shall be payable in arrears on each succeeding L/C Fee Payment Date on account of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit). (c) In addition to the foregoing fees and commissions, the Company shall pay or reimburse the relevant Issuing Lender directly (and not through the Administrative Agent) in respect of each Letter of Credit for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by it. (d) The Administrative Agent shall pay to each applicable L/C Participant and the relevant Issuing Lender all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each such L/C Participant and such Issuing Lender on occur after the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 7.6 within one Business Day following each L/C Fee Payment Date.such

Letter of Credit Fees, Commissions and Other Charges. (a) The Company shall pay to the Issuing Bank with respect to each Letter of Credit issued by it under this Agreement, for the account of the Issuing Bank, a fronting fee with respect to the period from the date of issuance of such Letter of Credit to the expiration or termination date of such Letter of Credit, computed at a rate of 0.250% per annum on the average aggregate amount available to be drawn under such Letter of Credit during the period for which such fee is calculated. Such fronting fee shall be payable in arrears on each Fee Payment Date to occur after the issuance of such Letter of Credit and on the Revolving Credit Termination Date (or on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (b) The Company shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of CreditParticipants, a letter of credit commission with respect to each Letter of Credit issued under this Agreement with respect to the period from the date of issuance of such Letter of Credit in an amount to the expiration or termination date of such Letter of Credit, computed at a rate per annum equal to (i) the Applicable Margin applicable Percentage for Letter of Credit fees from time to Revolving Credit Loans that are Eurodollar Loans time in effect on the date average aggregate amount available to be drawn under such Letter of payment of Credit during the period for which such letter of credit fee is calculated. Such commission (of which 1/4 of 1% per annum shall be for shared ratably among the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon . Such commission shall be payable in arrears on each Fee Payment Date to occur after the occurrence of such Event of Default, 2% multiplied by (ii) the undrawn face amount issuance of such Letter of Credit; provided, however, that in no event Credit and on the Revolving Credit Termination Date (or on such earlier date as the Revolving Credit Commitments shall such letter of credit commission in respect of any Commercial Letter of Credit be less than the amount which would be paid in respect of such Commercial Letter of Credit if it had a tenor of 120 days. (bterminate as provided herein) Letter of credit commissions which are payable pursuant to clause (a) above shall be non-refundable and shall be payable to the Administrative Agent in arrears on account of the period from the issuance date with respect to such Letter of Credit through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit) and on each succeeding L/C Fee Payment Date on account of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit)nonrefundable. (c) In addition to the foregoing fees and commissions, the Company shall pay or reimburse the relevant Issuing Lender directly (and not through the Administrative Agent) in respect of each Letter of Credit Bank for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by itCredit. (d) The Administrative Agent shall pay shall, promptly following its receipt thereof, distribute to each applicable the Issuing Bank and the L/C Participant and the relevant Issuing Lender Participants all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each such L/C Participant and such Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 7.6 within one Business Day following each L/C Fee Payment DateSection.

Letter of Credit Fees, Commissions and Other Charges. (a) The Company shall pay to the Issuing Bank with respect to each Letter of Credit issued by it under this Agreement, for the account of the Issuing Bank, a fronting fee with respect to the period from the date of issuance of such Letter of Credit to the expiration or termination date of such Letter of Credit, computed at a rate of 0.25% per annum on the average aggregate amount available to be drawn under such Letter of Credit during the period for which such fee is calculated. Such fronting fee shall be payable in arrears on each Fee Payment Date to occur after the issuance of such Letter of Credit and on the Revolving Credit Termination Date (or on such earlier date as the Revolving Credit Commitments shall terminate as provided herein) and shall be nonrefundable. (b) The Company shall pay to the Administrative Agent, for the account of the relevant Issuing Lender and the applicable L/C Participants with respect to each Letter of CreditParticipants, a letter of credit commission with respect to each Letter of Credit issued under this Agreement with respect to the period from the date of issuance of such Letter of Credit in an amount to the expiration or termination date of such Letter of Credit, computed at a rate per annum equal to (i) the Applicable Margin applicable to in respect of Revolving Credit Loans that which are Eurodollar Loans from time to time in effect on the date average aggregate amount available to be drawn under such Letter of payment of Credit during the period for which such letter of credit fee is calculated. Such commission (of which 1/4 of 1% per annum shall be for shared ratably among the account of the relevant Issuing Lender and the remainder of such fee shall be for the accounts of the relevant L/C Participants and such Issuing Lender to be shared ratably among them in accordance with their respective Revolving Credit Commitment Percentages) plus, during any period that an Event of Default under Section 12.1(a) or (j) has occurred and is continuing, effective immediately upon . Such commission shall be payable in arrears on each Fee Payment Date to occur after the occurrence of such Event of Default, 2% multiplied by (ii) the undrawn face amount issuance of such Letter of Credit; provided, however, that in no event Credit and on the Revolving Credit Termination Date (or on such earlier date as the Revolving Credit Commitments shall such letter of credit commission in respect of any Commercial Letter of Credit be less than the amount which would be paid in respect of such Commercial Letter of Credit if it had a tenor of 120 days. (bterminate as provided herein) Letter of credit commissions which are payable pursuant to clause (a) above shall be non-refundable and shall be payable to the Administrative Agent in arrears on account of the period from the issuance date with respect to such Letter of Credit through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit) and on each succeeding L/C Fee Payment Date on account of the period from such L/C Fee Payment Date through the day immediately preceding the next L/C Fee Payment Date (or, if earlier, the expiry date for such Letter of Credit)nonrefundable. (c) In addition to the foregoing fees and commissions, the Company shall pay or reimburse the relevant Issuing Lender directly (and not through the Administrative Agent) in respect of each Letter of Credit Bank for such normal and customary costs and expenses as are incurred or charged by such the Issuing Lender Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by itCredit. (d) The Administrative Agent shall pay shall, promptly following its receipt thereof, distribute to each applicable the Issuing Bank and the L/C Participant and the relevant Issuing Lender Participants all fees and commissions (including, without limitation, any fees and commissions paid to the Administrative Agent for the account of each such L/C Participant and such Issuing Lender on the issuance date of any Letter of Credit) received from time to time by the Administrative Agent for their respective accounts pursuant to this Section 7.6 within one Business Day following each L/C Fee Payment Datesubsection.