Common use of Letter of Credit Fees, Etc Clause in Contracts

Letter of Credit Fees, Etc. (i) The Borrower shall pay to the Administrative Agent for the account of each Non- rollup Revolving Credit Lender a commission, payable in arrears on the first Business Day of each month, on the earliest to occur of the full drawing, expiration, termination or cancellation of any such Non-rollup Letter of Credit and on the Termination Date, on such Non-rollup Revolving Credit Lender’s Pro Rata Share of the average daily aggregate Available Amount during such month of all Non-rollup Letters of Credit outstanding from time to time during such month at a rate per annum equal to the Applicable Margin for Eurodollar Rate Advances under the Non-rollup Revolving Credit Facility; provided, however, that no such commission shall accrue on any of the Non-rollup Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (ii) The Borrower shall pay to the Administrative Agent for the account of each Rollup Revolving Credit Lender a commission, payable in arrears on the first Business Day of each month, on the earliest to occur of the full drawing, expiration, termination or cancellation of any such Rollup Letter of Credit and on the Termination Date, on such Rollup Revolving Credit Lender’s Pro Rata Share of the average daily aggregate Available Amount during such month of all Rollup Letters of Credit outstanding from time to time during such month at a rate per annum equal to the Applicable Margin for Eurodollar Rate Advances under the Rollup Revolving Credit Facility; provided, however, that no such commission shall accrue on any of the Rollup Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (iii) The Borrower shall pay to each Issuing Bank, for its own account, (A) a fronting fee, payable in arrears on the first Business Day of each month and on the Termination Date, on the average daily Available Amount during such month of all Letters of Credit issued by such Issuing Bank, at the rate of 0.25% per annum and (B) the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuing Bank.

Letter of Credit Fees, Etc. (i) The Borrower shall pay to the Administrative Agent for the account of each Non- Non-rollup Revolving Credit Lender a commission, payable in arrears on the first Business Day of each month, on the earliest to occur of the full drawing, expiration, termination or cancellation of any such Non-rollup Letter of Credit and on the Termination Date, on such Non-rollup Revolving Credit Lender’s Pro Rata Share of the average daily aggregate Available Amount during such month of all Non-rollup Letters of Credit outstanding from time to time during such month at a rate per annum equal to the Applicable Margin for Eurodollar Rate Advances under the Non-rollup Revolving Credit Facility; provided, however, that no such commission shall accrue on any of the Non-rollup Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (ii) The Borrower shall pay to the Administrative Agent for the account of each Rollup Revolving Credit Lender a commission, payable in arrears on the first Business Day of each month, on the earliest to occur of the full drawing, expiration, termination or cancellation of any such Rollup Letter of Credit and on the Termination Date, on such Rollup Revolving Credit Lender’s Pro Rata Share of the average daily aggregate Available Amount during such month of all Rollup Letters of Credit outstanding from time to time during such month at a rate per annum equal to the Applicable Margin for Eurodollar Rate Advances under the Rollup Revolving Credit Facility; provided, however, that no such commission shall accrue on any of the Rollup Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (iii) The Borrower shall pay to each Issuing Bank, for its own account, (A) a fronting fee, payable in arrears on the first Business Day of each month and on the Termination Date, on the average daily Available Amount during such month of all Letters of Credit issued by such Issuing Bank, at the rate of 0.25% per annum and (B) the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuing Bank.

Letter of Credit Fees, Etc. (iA) The Borrower US Borrowers shall jointly and severally pay to the Administrative Primary US Agent for the account of each Non- rollup Revolving Credit US Lender a commission, payable in arrears on the first last Business Day of each monthquarter, on the earliest to occur of the full drawing, expiration, termination or cancellation of any such Non-rollup Letter of Credit and on the Termination Date, on such Non-rollup Revolving Credit US Lender’s Pro Rata Share of the average daily aggregate L/C Available Amount during such month quarter of all Non-rollup Letters of Credit that constitute US Advances outstanding from time to time during such month at a rate per annum equal to the Applicable Margin for Eurodollar Rate Advances under the Non-rollup Revolving Credit Facility; provided, however, that no such commission shall accrue on any of the Non-rollup Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderAdvances. (iiB) The Borrower Canadian Borrowers shall jointly and severally pay to the Administrative Primary Canadian Agent for the account of each Rollup Revolving Credit Canadian Lender a commission, payable in arrears on the first last Business Day of each monthquarter, on the earliest to occur of the full drawing, expiration, termination or cancellation of any such Rollup Letter of Credit and on the Termination Date, on such Rollup Revolving Credit Canadian Lender’s Pro Rata Share of the Equivalent Amount of the average daily the aggregate L/C Available Amount during such month quarter of all Rollup Letters of Credit that constitute Canadian Advances outstanding from time to time during such month at a rate per annum equal to the Applicable Margin for Eurodollar Rate Advances under the Rollup Revolving Credit Facility; provided, however, that no such commission shall accrue on any of the Rollup Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderAdvances. (iiiA) The Borrower US Borrowers shall jointly and severally pay to each the Issuing BankBanks, for its their own ratable account, (A1) a fronting fee, payable in arrears on the first last Business Day of each month quarter and on the Termination Date, on the average daily aggregate Available Amount during such month quarter of all Letters of Credit issued by such Issuing Bankthat constitute US Advances outstanding from time to time, from the Closing Date until the Termination Date, at the rate of 0.25% per annum and (B2) the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Banks. (B) The Canadian Borrowers shall jointly and severally pay to the Canadian Issuing Banks, for their own ratable account, (1) a fronting fee, payable in arrears on the last Business Day of each quarter and on the Termination Date, on the Equivalent Amount of the average daily aggregate L/C Available Amount during such Issuing Bank.quarter of all Canadian Letters of Credit that constitute Canadian Advances outstanding from time to time, from the Closing Date until the Termination Date, at the rate of 0.25% per annum and

Letter of Credit Fees, Etc. (i) The Parent Borrower shall pay to the Administrative Agent Agent, in US Dollars, for the account of each Non- rollup Revolving Lender (including each Issuing Bank) a fee (the “Letter of Credit Lender a commissionParticipation Fee”), payable in arrears quarterly on the first last Business Day of each monthMarch, June, September and December, commencing with the first such date to occur after the ClosingSecond Amendment Effective Date, and on the Revolving Maturity Date (and, if any Letter of Credit Exposure shall remain outstanding after the Revolving Maturity Date (other than any Letter of Credit Exposure attributable to Post-Maturity Letter of Credit to the extent that, under Section 2.21, the Revolving Lenders shall have no participation obligations with respect thereto), on demand thereafter), on the earliest to occur average daily amount of the full drawing, expiration, termination or cancellation of any such Non-rollup Revolving Lender’s Letter of Credit and on the Termination Date, on such Non-rollup Revolving Credit Lender’s Pro Rata Share of the average daily aggregate Available Amount Exposure during such month of all Non-rollup Letters of Credit outstanding from time to time during such month quarter at a rate per annum equal to the Applicable Pro Rata Interest Rate Margin for Eurodollar LIBO Rate Advances Advances. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the Non-rollup Revolving amount of such Letter of Credit Facility; provided, however, that no such commission shall accrue on any of the Non-rollup Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lenderdetermined in accordance with Section 1.04. (ii) The Borrower shall pay to the Administrative Agent for the account of each Rollup Revolving Credit Lender a commission, payable in arrears on the first Business Day of each month, on the earliest to occur of the full drawing, expiration, termination or cancellation of any such Rollup Letter of Credit and on the Termination Date, on such Rollup Revolving Credit Lender’s Pro Rata Share of the average daily aggregate Available Amount during such month of all Rollup Letters of Credit outstanding from time to time during such month at a rate per annum equal to the Applicable Margin for Eurodollar Rate Advances under the Rollup Revolving Credit Facility; provided, however, that no such commission shall accrue on any of the Rollup Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (iii) The Parent Borrower shall pay to each Issuing Bank, in US Dollars, for its own account, account (A) a fronting feefee (the “Letter of Credit Fronting Fee”), payable in arrears quarterly on the first last Business Day of each month March, June, September and December, commencing with the first such date to occur after the ClosingSecond Amendment Effective Date, and on the Termination DateRevolving Maturity Date (and, if any Letter of Credit Exposure shall remain outstanding after the Revolving Maturity Date (other than any Letter of Credit Exposure attributable to Post-Maturity Letters of Credit if alternative arrangements have been agreed with respect thereto by the Parent Borrower and the applicable Issuing Bank pursuant to Section 2.09(c)(iii)), on demand thereafter), on the US Dollar Equivalent Amount of the average daily Available Amount during such month amount of all Letters of Credit issued by such Issuing Bank, Bank at the a rate of 0.25% per annum as may be separately agreed by the Parent Borrower and such Issuing Bank and (B) the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. (iii) The Parent Borrower shall pay to each Issuing Bank, in US Dollars, for its own account a Letter of Credit fee with respect to each Post-Maturity Letter of Credit during the period from the Revolving Maturity Date to but excluding the date on which such Post-Maturity Letter of Credit expires, at a rate and payable on such dates during such period as the applicable Issuing Bank and the Parent Borrower shall reasonably agree upon at the time of issuance of such Post-Maturity Letter of Credit. This Section 2.09(c)(iii) shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

Letter of Credit Fees, Etc. (i) The Borrower US Borrowers shall pay to the US Administrative Agent for the account of each Non- rollup US Revolving Credit Lender a commission, payable in arrears on the first Business Day day of each month, on the earliest to occur of the full drawing, expiration, termination or cancellation of any such Non-rollup US Letter of Credit and on the Termination Date, on such Non-rollup US Revolving Credit Lender’s Pro Rata Share of the average daily aggregate Available Amount during such month of all Non-rollup US Letters of Credit outstanding from time to time during such month at a rate per annum equal to the Applicable Margin for Eurodollar Eurocurrency Rate Advances under the Non-rollup US Revolving Credit Facility; provided, however, that no such commission shall accrue on with respect to any of the Non-rollup US Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Foreign Borrower shall pay to the Foreign Administrative Agent for the account of each Foreign Revolving Credit Lender a commission, payable in arrears on the first day of each month, on the earliest to occur of the full drawing, expiration, termination or cancellation of any Foreign Letter of Credit denominated in any currency and on the Termination Date, on such Foreign Revolving Credit Lender’s Pro Rata Share of the average daily aggregate Available Amount during such month of all Foreign Letters of Credit outstanding from time to time during such month at a rate per annum equal to the Applicable Margin for Eurocurrency Rate Advances denominated in such currency under the Foreign Revolving Credit Facility; provided, however, that no such commission shall accrue with respect to any of the Foreign Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (ii) The Borrower shall pay to the Administrative Agent for the account of each Rollup Revolving Credit Lender a commission, payable in arrears on the first Business Day of each month, on the earliest to occur of the full drawing, expiration, termination or cancellation of any such Rollup Letter of Credit and on the Termination Date, on such Rollup Revolving Credit Lender’s Pro Rata Share of the average daily aggregate Available Amount during such month of all Rollup Letters of Credit outstanding from time to time during such month at a rate per annum equal to the Applicable Margin for Eurodollar Rate Advances under the Rollup Revolving Credit Facility; provided, however, that no such commission shall accrue on any of the Rollup Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (iii) The Borrower US Borrowers shall pay to each US Issuing Bank, for its own account, (A) a fronting fee, payable in arrears on the first Business Day of each month and on the Termination Date, on the average daily Available Amount during such month of all US Letters of Credit issued by such US Issuing Bank, at the rate of 0.250.125% per annum and (B) the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such US Issuing Bank. The Foreign Borrowers shall pay to each Foreign Issuing Bank, for its own account, (A) a fronting fee, payable in arrears on the first Business Day of each month and on the Termination Date, on the average daily Available Amount during such month of all Foreign Letters of Credit issued by such Foreign Issuing Bank, at the rate of 0.125% per annum and (B) the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Foreign Issuing Bank.

Letter of Credit Fees, Etc. (i) The Borrower shall Account Parties jointly and severally agree to pay to the Administrative Agent for the account of each Non- rollup Revolving Credit Lender Bank a commission, payable in arrears quarterly on the first last Business Day of each monthMarch, on the earliest to occur of the full drawingJune, expirationSeptember and December commencing December 31, termination or cancellation of any such Non-rollup Letter of Credit 2002, and on the Termination Expiration Date, on such Non-rollup Revolving Credit Lender’s Bank's Pro Rata Share of the average daily aggregate Available Amount during such month quarter (or shorter period) of all Non-rollup Letters of Credit of each Type outstanding from time to time during such month at a the rate per annum equal to the then Applicable Margin for Eurodollar Rate Advances under the Non-rollup Revolving Credit Facilitywith respect to such Type of Letters of Credit; provided, however, that no such commission that, solely for purposes of this Section 2.05(c)(i), to the extent the Replacement Letter of Credit has a positive Available Amount prior to the Initial Availability Time, the Replacement Letter of Credit shall accrue on any of not be deemed outstanding until the Non-rollup Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting LenderInitial Availability Time. (ii) The Borrower shall Account Parties jointly and severally agree to pay to the Administrative Agent for the account of each Rollup Revolving Credit Lender a commission, payable in arrears on the first Business Day of each month, on the earliest to occur of the full drawing, expiration, termination or cancellation of any such Rollup Letter of Credit and on the Termination Date, on such Rollup Revolving Credit Lender’s Pro Rata Share of the average daily aggregate Available Amount during such month of all Rollup Letters of Credit outstanding from time to time during such month at a rate per annum equal to the Applicable Margin for Eurodollar Rate Advances under the Rollup Revolving Credit Facility; provided, however, that no such commission shall accrue on any of the Rollup Revolving Credit Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. (iii) The Borrower shall pay to each Issuing Bank, for its own account, (Ax) a fronting fee, payable in arrears on the first Business Day of each month and on facing fee referred to the Termination DateFee Letter, on the average daily Available Amount during such month of all Letters of Credit issued by such terms set forth therein, and (y) the Issuing Bank, at the rate of 0.25% per annum and (B) the 's customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, relating to letters of such Issuing Bankcredit as are from time to time in effect; provided, however, that for purposes of clause (x) above, the Replacement Letter of Credit shall not be deemed issued and outstanding until the Initial Availability Time. With respect to the Existing Mellon Letter of Credit, Mellon shall be entitled to receive the fees and other amounts provided for under this Section 2.05(c)(ii) (to the extent not previously paid to Mellon pursuant to the Mellon Reimbursement Agreement or the Existing Reimbursement Agreement) as if the Existing Mellon Letter of Credit were issued hereunder on the Effective Date. With respect to the Existing Wachovia Letters of Credit, Wachovia shall be entitled to receive the fees and other amounts provided for under this Section 2.05(c)(ii) (to the extent not previously paid to Wachovia pursuant to the Existing Reimbursement Agreement) as if the Existing Wachovia Letters of Credit were issued hereunder on the Effective Date.