Common use of Letter of Credit Fees Clause in Contracts

Letter of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Dollar Tranche Lender in accordance with its Applicable Revolving Credit Percentage, Percentage in Dollars, Dollars a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral reasonably satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 2.03(a)(iii) shall be payable, to the maximum extent permitted by applicable Law, to the other Dollar Tranche Lenders in accordance with the upward adjustments adjustments, if any, in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.18(a)(iv), with the balance of such fee, if any, retained by the Borrowers, if they have provided Cash Collateral in respect of such Defaulting Lender’s Fronting Exposure, or if the Borrowers have not provided Cash Collateral in respect of such Fronting Exposure, payable to the such L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the issuance of such Letter of Credit, on the expiry date of such Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Tranche Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Pro Rata Share under the aggregate Revolving Credit Percentage, in DollarsFacility, a Letter of Credit fee (the “Letter of Credit Fee”) which shall accrue for each Letter of Credit in an amount equal to the Applicable Rate times then in effect for Eurodollar Rate Loans with respect to the Dollar Equivalent of Revolving Credit Facility associated with such Lender multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit Fees fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral reasonably satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Applicable Percentages Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.19(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. For purposes account (unless the Borrower has provided Cash Collateral, in which case such fee shall not be due and owing in respect of computing the daily amount available to be drawn under any Letter portion of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09which has been Cash Collateralized by the Borrower). Such Letter of Credit Fees fees shall be (i) computed on a quarterly basis in arrears and (ii) shall be due and payable on the first Business Day after the last Business Day of each March, June, September and December, in respect of the quarterly period then ending (or portion thereof, in the case of the first and last payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Aggregate Commitment Percentage a Letter of Credit fee (the “Letter of Credit Fee”) in Dollars for each Letter of Credit equal to the Applicable Rate times Percentage multiplied by the Dollar Equivalent of the actual daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) (the “Letter of Credit Fees”); provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral or other Adequate Assurance reasonable satisfactory to the L/C Issuer pursuant to this Section 2.03 2.03(a)(ii) and Section 2.17 shall be payablepayable into the Defaulting Lender Account or, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Applicable Aggregate Commitment Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.17(a)(vii), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. The Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears arrears, and (ii) shall be due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit L/C Expiration Date Date, and thereafter on demandthe Revolving Termination Date. If there is any change in the Applicable Rate Percentage during any quarter, the Dollar Equivalent of the daily maximum amount available to be drawn under of each standby Letter of Credit shall be computed and multiplied by the Applicable Rate Percentage separately for each period during such quarter that such Applicable Rate Percentage was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Credit Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company shall pay Borrower agrees to pay, with respect to all Letters of Credit issued by any L/C Issuer, (i) to such L/C Issuer, for its own account, (A) on the Administrative Agent for the account last day of each calendar quarter and on the Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in DollarsTermination Date, a Letter fronting fee in respect of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal issued by such L/C Issuer for the period from and including the date of issuance of such Letter of Credit to and including the Applicable Rate times the Dollar Equivalent termination of the daily amount available to be drawn under such Letter of Credit; provided, howevercomputed at a rate equal to 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit, provided that the fronting fees paid per annum for any such Letter of Credit Fees otherwise payable for shall not be less than $500, plus (B) in connection with the account issuance, amendment or transfer of a Defaulting Lender with respect to any such Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the or any payment or disbursement made by an L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any a Letter of Credit, the amount Borrower shall pay directly to each L/C Issuer the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Letter L/C Issuer, such customary fees and standard costs and charges being due and payable within five (5) Business Days of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears demand and are nonrefundable, and (ii) due and payable to the Administrative Agent, for the benefit of the Revolving Credit Lenders according to their Pro Rata Shares, a fee accruing at a rate per annum equal to the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans on the first Business Day after maximum undrawn face amount of such Letters of Credit, payable in arrears (A) on the last Business Day day of each Marchcalendar quarter, June, September and December, commencing with the first such date to occur ending after the issuance of such Letter of CreditCredit and (B) on the Revolving Credit Termination Date; provided, that the fee payable under this clause (ii) shall be increased by 2% per annum and shall be payable, in addition to being payable on any date it is otherwise required to be paid hereunder, on demand effective immediately upon (x) the Letter occurrence of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default existsunder Section 9.1(a) or (e) or (y) the delivery of a notice by the Administrative Agent or the Required Lenders to the Borrower during the continuance of any other Event of Default and, all Letter in each case, for as long as such Event of Credit Fees Default shall accrue at the Default Ratebe continuing.

Letter of Credit Fees. The Company A Defaulting Lender shall pay not be entitled to the Administrative Agent receive any Letter of Credit Fee for the account of each Revolving Credit any period during which it is a Defaulting Lender, except that a Defaulting Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, shall be entitled to receive a Letter of Credit fee (the “Letter of Credit Fee”) for Fee with respect to each Letter of Credit equal or portion thereof for which it has provided Cash Collateral pursuant to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with Section 2.20. With respect to any Letter of Credit as Fee that a Defaulting Lender is not entitled to which receive in accordance with the terms of this Section, such Letter of Credit Fee shall be paid to the non-Defaulting Lenders to the extent such Defaulting Lender has not provided Cash Collateral satisfactory Lender’s LOC Obligations have been reallocated to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Non-Defaulting Lenders in accordance with clause (iv) below; provided that if any portion of such Defaulting Lender’s LOC Obligations have not been reallocated to the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(ivNon-Defaulting Lenders and have not been Cash Collateralized by the Defaulting Lender (the “Exposed LOC Obligations”), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees corresponding to the Exposed LOC Obligations (1) shall not be payable by the Borrower to the extent the Borrower has Cash Collateralized such Exposed LOC Obligations and (2) shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon Issuing Lender to the request of extent the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default RateBorrower has not Cash Collateralized such Exposed LOC Obligations.

Letter of Credit Fees. The Company Xxxxxxx-Xxxxxx International and the Applicable Borrower shall be jointly and severally liable for, and Xxxxxxx-Xxxxxx International shall pay (i) with respect to Letters of Credit issued for any Revolving Borrower, to the Administrative Agent for the account of each Revolving Credit Lender (other than the Non-Global Lenders) in accordance with its Applicable Revolving Credit PercentagePro Rata Share, in Dollars, and (ii) with respect to Letters of Credit issued for any Subsidiary Swingline Borrower for the account of the L/C Issuer in the applicable Subsidiary Currency, a Letter of Credit fee (the “Letter of Credit Fee”) for each standby Letter of Credit equal to (A) with respect to Letters of Credit issued for the account of any Revolving Borrower, the Applicable Rate times the Dollar Equivalent of the actual daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the face amount of such Letter of Credit shall be determined in accordance or (B) with Section 1.09respect to Letters of Credit issued for the account of any Subsidiary Swingline Borrower, the margin applicable for Letters of Credit for the account of such Subsidiary Swingline Borrower as established by the L/C Issuer times the actual daily face amount of such Letter of Credit. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day fifth day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand as calculated by (x) the Administrative Agent with respect to Letters of Credit issued for the account of the Revolving Borrowers, or (y) the applicable L/C Lender with respect to any Letter of Credit issued solely for the account of a Subsidiary Swingline Borrower. If there is any change in the Applicable Rate for Letters of Credit issued for the account of any Revolving Borrower or the applicable margin for Letters of Credit issued for the account of any Subsidiary Swingline Borrower during any quarter, the actual daily face amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable Rate for Letters of Credit issued for the account of any Revolving Borrower or the applicable margin for Letters of Credit issued for the account of any Subsidiary Swingline Borrower separately for each period during such quarter that such Applicable Rate for Letters of Credit issued for the account of any Revolving Borrower or the applicable margin for Letters of Credit issued for the account of any Subsidiary Swingline Borrower was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Commitment Percentage an annual Letter of Credit fee (the “Letter of Credit Fee”) for each standby Letter of Credit equal to the Applicable Margin for LIBO Rate Advances times the Dollar Equivalent of the daily maximum stated amount available to be drawn under such Letter of Credit; provided, however, provided that any Letter of Credit Fees Fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral or entered in to other arrangements satisfactory to the L/C Issuer pursuant to this Section 2.03 Agreement shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Commitment Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.9.1(d), with the balance of such feefee (other than the fees attributable to L/C Obligations for which Borrower has provided Cash Collateral), if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.092.7.13. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, Credit and on the Letter of Credit Expiration Date Date. The first and thereafter on demandlast payments of such Letter of Credit fee are to be prorated based upon the partial calendar quarters to which they apply. If there is any change in the Applicable Margin for LIBO Rate Advances during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Margin for LIBO Rate Advances separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Revolving Loans denominated in Dollars and maintained as Eurocurrency Rate Loans times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance of such fee, if any, payable to the Applicable L/C Issuer for its own accountaccount (except to the extent that the Company has provided Cash Collateral with respect to all or a portion of such Letter of Credit, in which case the balance of such fee (or the applicable portion thereof, as applicable) shall not be payable). For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate for Revolving Loans denominated in Dollars and maintained as Eurocurrency Rate Loans during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate for Revolving Loans denominated in Dollars and maintained as Eurocurrency Rate Loans separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral or other credit support arrangements satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the such L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.07. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and arrears, (ii) due and payable on the first Business Day Automatic Debit Date after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (iii) automatically debited from a deposit account maintained by the Company with Bank of America (provided that if there are not sufficient funds in such account to pay such Letter of Credit Fees, then the Company shall pay such fees in cash when due). If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company shall Borrower agrees to pay the following amounts with respect to Letters of Credit issued by any Issuer: (i) to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Issuer of a Letter of Credit, with respect to each Letter of Credit issued by such Issuer, an issuance fee equal to 0.125% per annum of the average daily maximum undrawn face amount of such Letter of Credit for the immediately preceding calendar quarter (or portion thereof), payable in arrears (A) on the first Business Day of each calendar quarter, commencing on the first such Business Day following the issuance of such Letter of Credit and (B) on the Revolving Credit Termination Date; (ii) to the Administrative Agent for the ratable benefit of the Revolving Credit Lenders, with respect to each Letter of Credit, a fee at a rate per annum equal to (x) in the case of each Standby Letter of Credit, the Applicable Margin for Eurocurrency Rate Revolving Loans and (y) in the case of each Documentary Letter of Credit, 50% of the Applicable Margin for Eurocurrency Rate Revolving Loans (each such fee, a “Letter of Credit Fee”) for ), in each case multiplied by the average daily maximum undrawn face amount of such Letter of Credit equal to for the Applicable Rate times immediately preceding calendar quarter (or portion thereof), payable in arrears (A) on the Dollar Equivalent first Business Day of each calendar quarter, commencing on the daily amount available to be drawn under first such Business Day following the issuance of such Letter of CreditCredit and (B) on the Revolving Credit Termination Date; provided, however, that any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C applicable Issuer pursuant to this Section 2.03 2.4 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the L/C applicable Issuer for its own account. For purposes ; and (iii) to the Issuer of computing the daily amount available to be drawn under any Letter of Credit, with respect to the amount issuance, amendment or transfer of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately each drawing made thereunder, customary documentary and processing charges in accordance with such Issuer’s standard schedule for each period during such quarter that such Applicable Rate was charges in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue effect at the Default Ratetime of issuance, amendment, transfer or drawing, as the case may be.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, Percentage in Dollars, Dollars a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.03(a)(iii) shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments adjustments, if any, in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.18(a)(iv), with the balance of such fee, if any, retained by the Borrower, if it has provided Cash Collateral in respect of such Defaulting Lender’s Fronting Exposure, or if the Borrower has not provided Cash Collateral in respect of such Fronting Exposure, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.10. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral or other credit support arrangements satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the such L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and arrears, (ii) due and payable on the first Business Day Automatic Debit Date after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (iii) automatically debited from a deposit account maintained by the Company with Bank of America (provided that if there are not sufficient funds in such account to pay such Letter of Credit Fees, then the Company shall pay such fees in cash when due). If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company shall agrees to pay the following amounts with respect to Letters of Credit issued hereunder: (i) with respect to each Letter of Credit, (a) a fronting fee, payable directly to the applicable Issuing Lender for its own account, in a percentage per annum to be agreed upon with the applicable Issuing Lender (or, in the case of an Existing Letter of Credit, the percentage per annum previously agreed upon with respect thereto under the Existing Credit Agreement, unless otherwise agreed by Company and the applicable Issuing Lender) of the daily amount available to be drawn under such Letter of Credit and (b) a letter of credit fee, payable to Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit PercentageLenders (other than Defaulting Lenders), in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable applicable Eurodollar Rate times the Dollar Equivalent Margin for Revolving Loans per annum of the daily amount available to be drawn under such Letter of Credit; provided, howevereach such fronting fee and letter of credit fee to be payable in arrears on and to (but excluding) the last Business Day of March, any June, September and December of each year and upon the termination of the Revolving Loan Commitments and computed on the basis of a 360-day year for the actual number of days elapsed; (ii) with respect to the issuance, amendment or transfer of each Letter of Credit Fees otherwise payable for the account and each payment of a Defaulting Lender with respect to any Letter drawing made thereunder (without duplication of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory the fees payable under clauses (i)(a) and (i)(b) above), documentary and processing charges payable directly to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders Issuing Lender for its own account in accordance with such Issuing Lender’s standard schedule for such charges in effect at the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance time of such feeissuance, if anyamendment, payable to transfer or payment, as the L/C Issuer for its own accountcase may be. For purposes of computing calculating any fees payable under clause (i) of this subsection 3.2, the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined as of the close of business on any date of determination. Promptly upon receipt by Administrative Agent of any amount described in accordance with Section 1.09. Letter clause (i)(b) of Credit Fees this subsection 3.2, Administrative Agent shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of distribute to each March, June, September and December, commencing with the first such date to occur after the issuance Revolving Lender its Pro Rata Share of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rateamount.

Letter of Credit Fees. (i) The Company US Borrower agrees to pay to US Agent for the ratable benefit of the US Lenders, as compensation to such Lenders for US Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to US Agent or US Lenders hereunder or fees otherwise paid by the US Borrower, all reasonable costs and expenses incurred by US Agent or any US Lender on account of such US Letter of Credit Obligations, and (ii) for each calendar month during which any US Letter of Credit Obligation shall remain outstanding, a fee (the “US Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all US Letters of Credit issued, guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to US Revolving Loans which are LIBOR Rate Loans; provided, however, at Required US Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under subsection 7.1(f) or 7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to US Agent for the benefit of the US Lenders in arrears, on the first day of each calendar month and on the date on which all US L/C Reimbursement Obligations have been discharged. In addition, the US Borrower shall pay to US Agent, any US L/C Issuer or any prospective US L/C Issuer, as appropriate, on demand, such US L/C Issuer’s or prospective US L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such US L/C Issuer or prospective US L/C Issuer in respect of the Administrative application for, and the issuance, negotiation, acceptance, amendment, transfer and payment of, each US Letter of Credit or otherwise payable pursuant to the application and related documentation under which such US Letter of Credit is issued. (ii) The Canadian Borrower agrees to pay to Canadian Agent for the account ratable benefit of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentagethe Canadian Lenders, in Dollars, a as compensation to such Lenders for Canadian Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Canadian Agent or Canadian Lenders hereunder or fees otherwise paid by the Canadian Borrower, all reasonable costs and expenses incurred by Canadian Agent or any Canadian Lender on account of such Canadian Letter of Credit Obligations, and (ii) for each calendar month during which any Canadian Letter of Credit Obligation shall remain outstanding, a fee (the “Canadian Letter of Credit Fee” and, together with the US Letter of Credit the “Letter of Credit Fee”) for each Letter ), denominated in Canadian Dollars, in an amount equal to the product of the US Dollar Equivalent of the average daily undrawn face amount of all Canadian Letters of Credit issued, guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Canadian Revolving Loans which are BA Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of CreditLoans; provided, however, any Letter at Required Canadian Lenders’ option, while a Specified Event of Credit Fees otherwise payable Default exists (or automatically while an Event of Default under subsection 7.1(f) or 7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid, in Dollars, to Canadian Agent for the account benefit of a Defaulting Lender with respect the Canadian Lenders in arrears, on the first day of each calendar month and on the date on which all Canadian L/C Reimbursement Obligations have been discharged. In addition, the Canadian Borrower shall pay to Canadian Agent, any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Canadian L/C Issuer pursuant to this Section 2.03 shall be payableor any prospective Canadian L/C Issuer, to as appropriate, on demand, in the maximum extent permitted by currency in which the applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Canadian Letter of Credit pursuant has been or is to Section 2.17(a)(ivbe issued, such Canadian L/C Issuer’s or prospective Canadian L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), with the balance charges and expenses of such fee, if any, payable to the Canadian L/C Issuer for its own account. For purposes or prospective Canadian Issuer in respect of computing the daily amount available to be drawn under any Letter of Creditapplication for, and the amount of such issuance, negotiation, acceptance, amendment, transfer and payment of, each Canadian Letter of Credit shall be determined in accordance with Section 1.09. or otherwise payable pursuant to the application and related documentation under which such Canadian Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rateissued.

Letter of Credit Fees. The Company shall Each Borrower agrees to pay to the Administrative Agent for the account in respect of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee the following fees (the each, a “Letter of Credit Fee”) computed for each the period from and including the date of issuance, extension or amendment of such Letter of Credit to the expiry date of such Letter of Credit equal to the Applicable Rate times the Dollar Equivalent Margin per annum with respect to Letter of Credit Fees of the daily maximum amount available to be drawn under such Letter of Credit, which shall be for the accounts of the Revolving Credit Lenders in accordance with their respective Commitment Percentages; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Delinquent Lender with respect to any Letter of Credit as to which such Defaulting Delinquent Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 §4 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Commitment Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv§2.12.1(d), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes Such Letter of computing Credit Fees shall be payable quarterly in arrears on the daily first Business Day of each calendar quarter (or portion thereof) for the immediately preceding calendar quarter and on the Maturity Date. In addition, each Borrower agrees to pay a fronting fee at the rate per annum specified in the Fee Letter of the maximum amount available to be drawn under any such Letter of Credit, the amount of such Letter of Credit which shall be determined in accordance with Section 1.09. Letter for the account of Credit Fees the L/C Issuer and which shall be (i) computed on a payable quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September calendar quarter (or portion thereof) for the immediately preceding calendar quarter and December, commencing with on the first such date to occur after the issuance Maturity Date. In respect of such each Letter of Credit, on each Borrower shall also pay to the Letter of Credit Expiration Date and thereafter on demand. If there is any change in L/C Issuer for the Applicable Rate during any quarterL/C Issuer's own account, at such other time or times as such charges are customarily made by the L/C Issuer, the daily amount available L/C Issuer's customary issuance, amendment, negotiation or document examination and other administrative fees as in effect from time to be drawn under each Letter of Credit shall be computed time. Such customary fees and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Ratestandard costs and charges are due and payable on demand and are nonrefundable.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”), (i) for each commercial or documentary Letter of Credit equal to the Applicable Rate applicable to documentary Letters of Credit times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit, and (ii) for each standby Letter of Credit equal to the Applicable Rate applicable to standby Letters of Credit times the daily amount available to be drawn under such Letter of Credit, and the Letter of Credit Fees described above shall continue to be payable with respect to any Letters of Credit that remain outstanding after the Letter of Credit Expiration Date; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the such applicable L/C Issuer pursuant to this Section 2.03 2.04 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.18(a)(iv), with the balance of such fee, if any, payable to the such L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate therefor separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Lender having a Revolving Credit Lender Commitment in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to accruing at the Applicable Rate times the Dollar Equivalent of in effect from time to time multiplied by the daily amount available to be drawn under such Letter of Credit; provided, however, that (i) to the maximum extent permitted by applicable Law, no Letter of Credit Fee will be payable in respect of any Fronting Exposure on any Letter of Credit that is attributable to a Defaulting Lender and in respect of which Borrower Cash Collateral has been provided, (ii) any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Lender Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance of such feefee (excluding any fee relating to Fronting Exposure attributable to a Defaulting Lender that has been secured with Borrower Cash Collateral), if any, payable to the applicable L/C Issuer for its own account. For the purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears arrears, and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral or other credit support arrangements satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Revolving Lenders in accordance with the upward adjustments in their respective Applicable Revolving Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.28(a)(iv), with the balance of such fee, if any, payable to the such L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.07. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and arrears, (ii) due and payable on the first Business Day Automatic Debit Date after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (iii) automatically debited from a deposit account maintained by the Company with Bank of America (provided that if there are not sufficient funds in such account to pay such Letter of Credit Fees, then the Company shall pay such fees in cash when due). If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Revolving Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Letters of Credit times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.3 shall be (A) payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), (B) retained by the Borrower to the extent that the Borrower has provided Cash Collateral to cover Fronting Exposure that has not been reallocated pursuant to Section 2.15(a)(iv), and (C) with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.6. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Letter of Credit Fees times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Applicable Revolving Credit Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default existsunder Section 8.01(a), Section 8.01(f) or Section 8.01(g), all Letter of Credit Fees shall accrue at the Default RateRate and, upon all other Events of Default, all Letter of Credit Fees shall accrue at the Default Rate at the request of the Required Lenders.

Letter of Credit Fees. The Company Parent Borrower shall pay pay, or cause the Canadian Borrower to pay, to the Domestic Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars or Canadian Dollars, as applicable, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit issued to or for the account of such Borrower equal to the Applicable Rate times the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Requirement of Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.07. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, Credit and on the Letter of Credit Expiration Date and thereafter on demandMaturity Date. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company shall pay to On the Administrative Agent for date of issuance or extension, or increase in the account amount, of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv)2.2, with the balance of such fee, if any, payable Borrowers shall pay to the relevant L/C Issuer for its own account. For purposes account a fronting fee equal to (i) 0.125% of computing the daily amount available to be drawn under any Letter of Credit, the face amount of (or of the increase in the face amount of) such Letter of Credit shall be determined in accordance with Section 1.09. Letter respect to Letters of Credit Fees shall be (i) computed on a quarterly basis in arrears issued by Fifth Third Bank as an L/C Issuer and (ii) due such amount as any Borrower and payable any other L/C Issuer hereunder agree with respect to Letters of Credit issued by such other L/C Issuer. Quarterly in arrears, on the first Business Day after the last Business Day of each March, June, September September, and December, commencing with on the first such date to occur occurring after the issuance Effective Date, the Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders according to their Percentages, a letter of credit fee at a rate per annum equal to the Applicable Margin (computed on the basis of a year of 360 days and the actual number of days elapsed) in effect during each day of such Letter quarter applied to the daily average face amount of Credit, on the Letter Letters of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period outstanding during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lendersquarter; provided that, while any Event of Default existsexists or after acceleration, all such rate shall increase by 2% over the rate otherwise payable and such fee shall be paid on demand of the Administrative Agent at the request or with the consent of the Required Lenders; provided, however, that in the absence of acceleration, any rate increase pursuant to the foregoing proviso shall be made at the direction of the Administrative Agent, acting at the request or with the consent of the Required Lenders; provided further, that no letter of credit fee shall accrue to the Percentage of a Defaulting Lender, or be payable for the benefit of such Lender, so long as such Lender shall be a Defaulting Lender. In addition, the Borrowers shall pay to each L/C Issuer for its own account such L/C Issuer’s standard drawing, negotiation, amendment, transfer and other administrative fees for each Letter of Credit Fees shall accrue at Credit. Such standard fees referred to in the Default Ratepreceding sentence may be established by each L/C Issuer from time to time.

Letter of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Credit A Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving A Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, Pro Rata Facilities Lenders while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit at a rate per annum equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.15 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and Decemberfiscal quarter of the Borrower, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the such Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the such Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Commitment Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each standby Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of Margin multiplied by the daily maximum amount available to be drawn under such Letter of Credit; providedCredit (collectively, however, any the “Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(ivFees”), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.3(i). The Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears arrears, and (ii) shall be due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date expiration date thereof and thereafter on demand; provided that (1) no Letter of Credit Fees shall accrue in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Letter of Credit Fees accrued in favor of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. If there is any change in the Applicable Rate Margin during any quarter, the daily maximum amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, during the continuance of an Event of Default under Sections 9.1(f) and (g), all Letter of Credit Fees shall accrue at the Default Rate, and during the continuance of an Event of Default other than an Event of Default under Sections 9.1(f) or (g), then upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Pro Rata Share a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit, if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any provided that the Defaulting Lender’s Pro Rata Share of a Letter of Credit Fees otherwise payable for fee accruing during the account of period prior to the time such Lender became a Defaulting Lender with respect and unpaid at such time shall not be payable to any Defaulting Lender, so long as such Lender shall be a Defaulting Lender (except to the extent that such Letter of Credit as fee shall otherwise have been due and payable by the Borrower prior to which such Defaulting Lender time), and instead, to the extent that the Borrower does not Cash Collateralize any portion of the L/C Obligations, shall be paid to the Lenders to whom the Letter of Credit Exposure has not provided Cash Collateral satisfactory been reallocated or to the L/C Issuer pursuant to this Issuer, in each case, as provided in Section 2.03 2.15; provided further, that no Defaulting Lender shall be payable, entitled to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such its Pro Rata Share of a Letter of Credit pursuant to Section 2.17(a)(iv)fee accruing after such Lender became a Defaulting Lender, with the balance of so long as such fee, if any, payable to the L/C Issuer for its own accountLender shall be a Defaulting Lender. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Such Letter of Credit fees shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarterfiscal quarter of the Borrower, the daily maximum amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such fiscal quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in DollarsPro Rata Share, a Letter of Credit fee (the “Letter of Credit Fee”) which shall accrue for each Letter of Credit of each Tranche in an amount equal to the Applicable Rate times then in effect for Eurocurrency Rate Loans, Term SOFR Loans or a XXXXX Rate Loans with respect to the Dollar Equivalent of Revolving Credit Facility multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit Fees fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders under the applicable Tranche in accordance with the upward adjustments in their respective Applicable Percentages Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.19(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Such Letter of Credit fees shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) shall be due and payable on the first Business Day after the last Business Day of each March, June, September and December, in respect of the quarterly period then ending (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request Each payment of the Required Revolving Lenders, while fees under this clause (h) on any Event of Default exists, all Letter Letters of Credit Fees shall accrue at the Default Ratebe made in Dollars.

Letter of Credit Fees. The Company A Defaulting Lender shall pay not be entitled to the Administrative Agent receive any Letter of Credit Fee for the account of each Revolving Credit any period during which it is a Defaulting Lender, except that a Defaulting Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, shall be entitled to receive a Letter of Credit fee (the “Letter of Credit Fee”) for Fee with respect to each Letter of Credit equal or portion thereof for which it has provided Cash Collateral pursuant to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with Section 2.20 or Section 2.21(b). With respect to any Letter of Credit as Fee that a Defaulting Lender is not entitled to which receive in accordance with the terms of this Section, such Letter of Credit Fee shall be paid to the non-Defaulting Lenders to the extent such Defaulting Lender has not provided Cash Collateral satisfactory to the Lender’s L/C Issuer pursuant to this Section 2.03 shall be payable, Obligations have been reallocated to the maximum extent permitted by applicable Law, to the other Non-Defaulting Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance clause (iv) below; provided that if any portion of such fee, if any, payable to the Defaulting Lender’s L/C Issuer for its own account. For purposes of computing Obligations have not been reallocated to the daily amount available to be drawn under any Letter of CreditNon-Defaulting Lenders and have not been Cash Collateralized by the Defaulting Lender (the “Exposed L/C Obligations”), the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees corresponding to the Exposed L/C Obligations (1) shall not be payable by the Borrower to the extent the Borrower has Cash Collateralized such Exposed L/C Obligations and (2) shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon Issuing Lender to the request of extent the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default RateBorrower has not Cash Collateralized such Exposed L/C Obligations.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Letters of Credit times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be (A) payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), (B) retained by the Borrower to the extent that the Borrower has provided Cash Collateral to cover Fronting Exposure that has not been reallocated pursuant to Section 2.15(a)(iv), and (C) with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company shall Borrower agrees to pay to the Administrative Agent for the account in respect of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee the following fees (the each, a “Letter of Credit Fee”) computed for each the period from and including the date of issuance, extension or amendment of such Letter of Credit to the expiry date of such Letter of Credit equal to the Applicable Rate times the Dollar Equivalent Margin per annum with respect to Letter of Credit Fees of the daily maximum amount available to be drawn under such Letter of Credit, which shall be for the accounts of the Revolving Credit Lenders in accordance with their respective Commitment Percentages; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Delinquent Lender with respect to any Letter of Credit as to which such Defaulting Delinquent Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 §4 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Commitment Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv§2.11.1(d), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes Such Letter of computing Credit Fees shall be payable quarterly in arrears on (i) the daily last Business Day of each calendar quarter (or portion thereof) for such calendar quarter and (ii) the Maturity Date. In addition, the Borrower agrees to pay a fronting fee at the rate per annum specified in the Fee Letter of the maximum amount available to be drawn under any such Letter of Credit, the amount of such Letter of Credit which shall be determined in accordance with Section 1.09. Letter for the account of Credit Fees the L/C Issuer and which shall be payable quarterly in arrears on (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September calendar quarter (or portion thereof) for such calendar quarter and December, commencing with (ii) the first such date to occur after the issuance Maturity Date. In respect of such each Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in Borrower shall also pay to the Applicable Rate during any quarterL/C Issuer for the L/C Issuer’s own account, at such other time or times as such charges are customarily made by the L/C Issuer, the daily amount available L/C Issuer’s customary issuance, amendment, negotiation or document examination and other administrative fees as in effect from time to be drawn under each Letter of Credit shall be computed time. Such customary fees and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Ratestandard costs and charges are due and payable on demand and are nonrefundable.

Letter of Credit Fees. The Company Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each standby Letter of Credit equal to the Applicable Rate for Letters of Credit, stated as a percentage per annum times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer that issued such Letter of Credit pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other non-Defaulting Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance of such fee, if any, payable to the such L/C Issuer for its own accountaccount with respect to the amount of such fee allocable to such L/C Issuer’s Fronting Exposure arising from that Defaulting Lender, except to the extent such Fronting Exposure has been Cash Collateralized by a Borrower. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Subject to the provisions of the last sentence of this clause (b), the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender (including the Letter of Credit Issuer in its capacity as a Revolving Credit Lender) in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate Margin for SOFR Loans times the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit); provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Letter of Credit Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Letter of Credit Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.07. The Letter of Credit Fees Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be (i) computed on a quarterly basis in arrears and (ii) due and payable quarterly in arrears on the first Business Day after the last Business Day of each March, June, September and DecemberFiscal Quarter, commencing with the first such date to occur after the issuance of such Letter of CreditClosing Date, and on the Letter last day of Credit Expiration Date and thereafter on demandthe Availability Period. If there is any change in the Applicable Rate Margin for SOFR Loans during any quarter, the daily maximum amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable Rate Margin for SOFR Loans separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything At all times that the Default Rate shall be applicable to any Loans pursuant to Section 2.08(b), the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees payable under this clause (b) shall accrue and be payable at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, Percentage in Dollars, Dollars a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.03(a)(iii) shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments adjustments, if any, in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.18(a)(iv), with the balance of such fee, if any, retained by the Borrower, if it has provided Cash Collateral in respect of such Defaulting Lender’s Fronting Exposure, or if the Borrower has not provided Cash Collateral in respect of such Fronting Exposure, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company With respect to each Letter of Credit, Borrower and the Co-Borrowers shall pay the following fees: (a) concurrently with the issuance of each Standby Letter of Credit, any letter of credit issuance fee agreed to between Borrower, the relevant Co-Borrower and the Issuing Lender, which fee shall be for the sole account of that Issuing Lender (in the case of Bank of America, as an Issuing Lender, in the amount set forth in a letter agreement between Borrower and Bank of America); (b) to the Administrative Agent for the account of each Revolving Credit Lender the Class A Lenders in accordance with its Applicable Revolving Credit Percentagetheir respective Class A Funding Requirements, in Dollars, a standby letter of credit fee in an amount equal to the applicable Standby Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate Fee per annum times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Standby Letter of Credit Fees otherwise payable for (the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of on such Letter of Credit shall be determined in accordance with Section 1.09. Letter 1.7), which standby letter of Credit Fees credit fee shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and DecemberQuarterly Payment Date, commencing with the first such date to occur after the issuance of such Standby Letter of Credit, on the Existing Maturity Date, on the Takeout Date and on the Letter of Credit Expiration Date and thereafter on demand. If demand and (ii) computed on a quarterly basis in arrears provided that if there is any change in the Applicable Rate Standby Letter of Credit Fee during any quarter, the daily amount available to be drawn under each Standby Letter of Credit shall be computed and multiplied by the Applicable Rate Standby Letter of Credit Fee separately for each period during such quarter that such Applicable Rate Standby Letter of Credit Fee was in effect. Notwithstanding anything ; and (c) concurrently with each issuance, negotiation, drawing or amendment of each Commercial Letter of Credit, to the contrary contained hereinIssuing Lender for the sole account of that Issuing Lender, upon issuance, negotiation, drawing and amendment fees in the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rateamounts set forth from time to time as that Issuing Lender’s published scheduled fees for such services.

Letter of Credit Fees. The Company shall Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Letters of Credit times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be (A) payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.21(a)(iv), (B) retained by the Borrower to the extent that the Borrower has provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 to cover Fronting Exposure that has not been reallocated pursuant to Section 2.21(a)(iv), and (C) with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance accordance, subject to Section 2.18, with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.04 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.18(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each MarchFebruary, JuneMay, September August and DecemberNovember, commencing with the first such date to occur after the later of (x) sixty (60) days after the Closing Date, and (y) issuance of such Letter of Credit, and also on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request occurrence of the Required Revolving Lenders, while any an Event of Default existsunder Section 8.01(f), all Letter of Credit Fees shall accrue at the Default Rate and upon the request of the Required Lenders, while any other Event of Default exists, all overdue Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. (i) The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Ratable Share a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter (A) the average daily aggregate Available Amount of all Secured Letters of Credit issued and outstanding from time to time at a rate per annum equal to 0.50% and (B) the average daily aggregate Available Amount of all other Letters of Credit issued and outstanding from time to time at a rate per annum equal to the Applicable Margin for Eurodollar Rate times the Dollar Equivalent of the daily amount available Advances in effect from time to be drawn under such Letter of Credittime; provided, howeverprovided that, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit (other than a Secured Letter of Credit) as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer applicable Issuing Bank pursuant to this Section 2.03 2.04 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages Ratable Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.22(a)(iv), and to such Issuing Bank for its own account to the extent of such Issuing Bank’s Fronting Exposure with the balance of such fee, if any, payable to fee being retained by the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09Borrower. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (iiA) due and payable to each Lender on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance Issuance of such Letter of Credit, on the Termination Date of such Lender and thereafter on the date that any Letter of Credit Expiration expiring after the Termination Date of such Lender ceases to be outstanding and thereafter (B) computed on demanda quarterly basis in arrears. If In calculating the Letter of Credit Fee, if there is any change in the Applicable Rate Margin during any quarter, the daily amount available to be drawn Available Amount under each Letter of Credit shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything . (ii) The Borrower shall pay directly to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all applicable Issuing Bank for its own account a fronting fee with respect to each Letter of Credit Fees issued by such Issuing Bank, at such rate and at such times as are separately agreed in writing between the Borrower and such Issuing Bank. In addition, the Borrower shall accrue at pay directly to the Default Rateapplicable Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard out-of-pocket costs and charges, of such Issuing Bank relating to letters of credit as from time to time in effect as the Borrower and such Issuing Bank shall agree. Such customary fees and standard costs and charges shall be reasonably documented and shall be due and payable promptly upon receipt of an invoice and are nonrefundable.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Letter of Credit Fees times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Applicable Revolving Credit Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default existsunder Section 8.01(a), Section 8.01(f) or Section 8.01(g), all Letter of Credit Fees shall accrue at the Default RateRate and, upon all other Events of Default, all Letter of Credit Fees shall accrue at the Default Rate at the request of the Required Revolving Lenders.

Letter of Credit Fees. The Company Subject to the provisions of the last sentence of this clause (b), the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate Margin for LIBOR Loans times the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit); provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Letter of Credit Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Letter of Credit Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.07. The Letter of Credit Fees Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be (i) computed on a quarterly basis in arrears and (ii) due and payable quarterly in arrears on the first Business Day after the last Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the issuance of such Letter of CreditClosing Date, and on the Letter last day of Credit Expiration Date and thereafter on demandthe Availability Period. If there is any change in the Applicable Rate Margin for LIBOR Loans during any quarter, the daily maximum amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable Rate Margin for LIBOR Loans separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything At all times that the Default Rate shall be applicable to any Loans pursuant to Section 2.08(b), the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees payable under this clause (b) shall accrue and be payable at the Default Rate.

Letter of Credit Fees. The (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Standby L/Cs (other than standard administrative issuance, amendment and negotiation fees), the Company shall agrees to pay to the Administrative Agent Agent, for the account of the Issuing Lender and the Participating Lenders, with respect to each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in DollarsStandby L/C, a Letter of Credit Standby L/C fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times Margin for Eurodollar Loans then in effect plus 1/4 of 1% per annum (of which the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Issuing Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer retain for its own account. For purposes , as the Issuing Lender and not on account of computing the daily amount available to be drawn under any Letter its L/C Participating Interest therein, 1/4 of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i1% per annum) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter Standby L/C payable, in arrears, on the last day of Credit each fiscal quarter of the Company. (b) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Commercial L/Cs (other than standard administrative issuance, amendment and negotiation fees), the Company agrees to pay the Administrative Agent, for the account of the Issuing Lender and the Participating Lenders, with respect to each Commercial L/C, a Commercial L/C fee of 3/4 of 1% (of which the Issuing Lender shall be computed retain for its own account, as the Issuing Lender and multiplied not on account of its L/C Participating Interest therein, 1/4 of 1%) on the maximum face amount of each Commercial L/C payable on the date such Commercial L/C is issued. (c) In connection with any payment of fees pursuant to this subsection 4.11, the Administrative Agent agrees to provide to the Company a statement of any such fees so paid; PROVIDED that the failure by the Applicable Rate separately for each period during Administrative Agent to provide the Company with any such quarter that invoice shall not relieve the Company of its obligation to pay such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Ratefees.

Letter of Credit Fees. (i) Upon the issuance, extension or renewal of each Letter of Credit by an Issuing Bank, the Borrower agrees to pay to such Issuing Bank a fee in an amount to be agreed upon between such Issuing Bank and the Borrower, payable on the date of such issuance (or on such other date as may be agreed upon by such Issuing Bank and the Borrower). (ii) The Company shall Borrower agrees to pay to the Administrative Agent Agent, for the ratable benefit of the Lenders (determined in accordance with the respective amounts of their Commitments), a letter of credit fee at the Applicable Margin on the maximum Available Amount of outstanding Letters of Credit issued pursuant to Section 2.01(c) for the account of the Borrower, in each Revolving case payable quarterly in arrears on the third day of each January, April, July and October after the date of issuance until the date each such Letter of Credit Lender shall expire or terminate in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter terms and on the date of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Creditexpiration or termination; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer applicable Issuing Bank pursuant to this Section 2.03 2.04(c) shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages Ratable Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.21(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer applicable Issuing Bank for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate Margin during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees fees payable under this clause (ii) shall accrue at the Default Rate.

Letter of Credit Fees. The Company shall pay to the Revolving Facility Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Revolving Loans denominated in Dollars and maintained as SOFR Loans times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance of such fee, if any, payable to the Applicable L/C Issuer for its own accountaccount (except to the extent that the Company has provided Cash Collateral with respect to all or a portion of such Letter of Credit, in which case the balance of such fee (or the applicable portion thereof, as applicable) shall not be payable). For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate for Revolving Loans denominated in Dollars and maintained as SOFR Loans during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate for Revolving Loans denominated in Dollars and maintained as SOFR Loans separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Credit USD Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, USD Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit at a rate per annum equal to the Applicable Rate times Margin then in effect for Eurocurrency Loans applied to the U.S. Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other USD Lenders in accordance with the upward adjustments in their respective Applicable USD Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.14(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.04. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable quarterly in arrears on the first Business Day after following the last Business Day day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Termination Date, on the Letter of Credit Expiration Date (or, if earlier, the latest expiry date of any Letter of Credit issued hereunder) and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate Margin during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company shall (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Standby or Commercial L/Cs (other than standard issuance, amendment and negotiation fees), the Borrower agrees to pay to the Administrative Agent Agent, for the account of the Issuing Lender and the Participating Lenders, with respect to each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in DollarsStandby or Commercial L/C issued for the account of the Borrower, a Letter of Credit fee (Standby or Commercial L/C fee, as the “Letter of Credit Fee”) for each Letter of Credit case may be, equal to the Applicable Rate times Margin for Revolving Credit Loans which are Eurodollar Loans per annum (of which the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Issuing Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer retain for its own account. For purposes , as the issuing bank and not on account of computing its L/C Participating Interest therein, 0.25% per annum) on the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily average amount available to be drawn under each Letter Standby L/C in the case of Credit shall a Standby L/C and on the maximum face amount of each Commercial L/C in the case of a Commercial L/C, in either case, payable, in arrears, on the last day of each fiscal quarter of the Borrower. The Administrative Agent will disburse any Standby or Commercial L/C fees received pursuant to this subsection 3.9(a) to the respective Lenders promptly following the receipt of any such fees. Notwithstanding the foregoing, the Borrower agrees to pay standard issuance, amendment and negotiation fees to the Issuing Lender. (b) For purposes of any payment of fees required pursuant to this subsection 3.9, the Administrative Agent agrees to provide to the Borrower a statement of any such fees to be computed and multiplied so paid; provided that the failure by the Applicable Rate separately for each period during Administrative Agent to provide the Borrower with any such quarter that invoice shall not relieve the Borrower of its obligation to pay such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Ratefees.

Letter of Credit Fees. The Company shall (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Standby or Commercial L/Cs (other than standard issuance, amendment and ne- gotiation fees), Borrower agrees to pay to the Administrative Agent Agent, (i) for the account of the Issuing Lender and the Participating Lenders, with re- spect to each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable Standby or Commercial L/C issued for the account of Borrower, a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Standby or Commercial L/C Issuer pursuant to this Section 2.03 shall be payablefee, as the case may be, equal to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Applica- ble Margin for Revolving Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears Loans which are Eurodollar Loans per annum; and (ii) due in addition to the Standby or Commercial L/C fee referred to in subsection 3.9(a)(i) above, for the account of the Issuing Lender and payable not on account of its L/C Participating Interest therein, 0.25% per annum, each on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily average amount available to be drawn under each Letter Standby L/C in the case of Credit shall a Standby L/C and on the maximum face amount of each Commercial L/C in the case of a Commercial L/C, in either case, payable, in arrears, on the last day of each fiscal quarter of Borrower. The Administrative Agent will disburse any Standby or Commercial L/C fees received pursuant to subsection 3.9(a)(i) to the respective Lenders promptly following the re- ceipt of any such fees. Notwithstanding the foregoing, Borrower agrees to pay standard issuance, amendment and negotiation fees to the Issuing Lender. (b) For purposes of any payment of fees required pursuant to this subsection 3.9, the Administrative Agent agrees to provide to Borrower a statement of any such fees to be computed and multiplied so paid; provided that the failure by the Applicable Rate separately for each period during Administrative Agent to provide Borrower with any such quarter that invoice shall not relieve Borrower of its obligation to pay such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Ratefees.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in DollarsPro Rata Share, a Letter of Credit fee (the “Letter of Credit L/C Fee”) for each Letter of Credit equal to the Applicable Rate then in effect for Eurocurrency Rate Loans with respect to the Revolving Credit Facility times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that (i) any Letter of Credit Fees L/C Fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 and as to which the Fronting Exposure of such Defaulting Lender has been reallocated to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.16(a)(iv) shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such feeL/C Fee, if any, payable to the applicable L/C Issuer for its own account. For purposes account and (ii) for the avoidance of computing the daily amount available to be drawn under any Letter of Creditdoubt, the amount L/C Fee shall be due and payable in full regardless of such Letter whether all or a portion of the Letters of Credit outstanding have been Cash Collateralized. Such L/C Fee shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) arrears. Such L/C Fee shall be due and payable in Dollars on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. (a) The Company applicable Revolving Borrower or the applicable Subsidiary Swing Line Borrower shall pay to (i) with respect to any Letter of Credit Issued for any Revolving Borrower (other than any UK Borrower Swing Line L/C), the Administrative Agent for the account of each of the Revolving Facility Lenders, and (ii) with respect to Letters of Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Issued for the account of any Subsidiary Swing Line Borrower (other than UK Borrower if such Letter of Credit is not a UK Borrower Swing Line L/C), the applicable L/C Lender for its account only, a letter of credit fee (with respect to the “Letter Letters of Credit Fee”) Issued for each Letter of Credit their respective accounts at a rate per annum equal to the then Applicable Margin for LIBOR Rate times Loans which are Revolving Facility Loans on an amount equal to the Dollar Equivalent of the average daily maximum amount available to be drawn under such Letter of Credit; provided, however, any Letter the outstanding Letters of Credit Fees otherwise payable Issued for their respective accounts (the "Computation Amount"), computed on a quarterly basis in arrears on the last Business Day of each calendar quarter and on the Termination Date (or such later date on which all outstanding Letters of Credit Issued for their respective accounts have been terminated or have expired) based upon Letters of Credit outstanding Issued for their respective accounts for the applicable period as calculated by (x) the Administrative Agent with respect to Letters of Credit Issued for the account of a Defaulting the Revolving Borrowers, or (y) the applicable L/C Lender with respect to any Letter of Credit as Issued solely for the account of a Subsidiary Swing Line Borrower. (b) The applicable Revolving Borrower or the applicable Subsidiary Swing Line Borrower shall pay to which such Defaulting Lender has not provided Cash Collateral satisfactory (i) with respect to Letters of Credit Issued for the account of any Revolving Borrower, the Administrative Agent, or (ii) with respect to Letters of Credit Issued for the account of any Subsidiary Swing Line Borrower, the applicable L/C Lender, in each case for the account of the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Lender a letter of credit fronting fee for each Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to Issued by the L/C Issuer Lender for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount account of such Letter Revolving Borrower or Subsidiary Swing Line Borrower, as the case may be, of Credit shall be determined in accordance with Section 1.09. Letter at least U.S. $100 or, if greater, at the rate per annum equal to 1/8% of Credit Fees shall be (i) the Computation Amount, computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each Marchcalendar quarter and on the Termination Date (or such later date on which all outstanding Letters of Credit Issued for their respective accounts have been terminated or have expired) based upon the Letters of Credit outstanding for the applicable period as calculated by (x) the Administrative Agent with respect to Letters of Credit Issued for the account of the Revolving Borrowers or (y) the applicable L/C Lender with respect to any Letter of Credit Issued solely for the account of a Subsidiary Swing Line Borrower, Junewhich fee, September with respect to the L/C Lender's share of the fee set forth in this subsection 3.8(b), shall be credited against the fee payable under subsection 3.8(a). (c) The letter of credit fees payable under subsection 3.8(a) and Decemberthe fronting fees payable under subsection 3.8(b) shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing with on the first such quarterly date to occur after the issuance Closing Date, through the Termination Date (or such later date upon which all outstanding Letters of Credit Issued for the respective account of a Revolving Borrower or a Subsidiary Swing Line Borrower have been terminated or have expired), with the final payment to be made on the Termination Date (or such later termination or expiration date). All fees payable under this Section 3.8 shall be calculated as of their due date based upon the Dollar Equivalent amount of the Computation Amount as of such Letter of Credit, on date based upon the Letter of Credit Expiration Date and thereafter on demandSpot Rate. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit All such fees shall be computed payable solely in U.S. Dollars. (d) The Revolving Borrowers and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was Subsidiary Swing Line Borrowers shall pay to the L/C Lender from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Lender relating to letters of credit as from time to time in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Lender with Revolving Credit Lender Commitments in accordance with its Applicable Revolving Credit Percentage, in Dollars, Commitment Percentage a Letter of Credit fee (the “Letter of Credit Fee”) (i) for each commercial Letter of Credit equal to the Applicable Rate times Margin per annum on the Dollar Equivalent daily maximum amount available to be drawn thereunder, and (ii) for each standby Letter of Credit equal to the Applicable Margin per annum on the daily maximum amount available to be drawn thereunder. For purposes of calculating the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter Letters of Credit, the amount of such Letter of Credit thereof shall be determined in accordance with Section 1.091.4(h). The Letter of Credit Fees Fee shall be (i) computed and payable on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and DecemberDecember (and on the Revolving Commitment Termination Date), commencing with the first such date to occur after the issuance of any such Letter Letters of Credit, on the ; provided that (1) no Letter of Credit Expiration Date Fee shall accrue in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and thereafter on demand(2) any Letter of Credit Fee accrued in favor of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. If there is any change in the Applicable Rate Margin during any quarter, the daily maximum amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything contained herein to the contrary contained hereincontrary, upon after the request occurrence and during the continuance of the Required Revolving Lenders, while any an Event of Default existsunder Sections 9.1(f) and (g), all the Letter of Credit Fees Fee shall accrue at the Default Rate, and after the occurrence and during the continuance of any other Event of Default, the Letter of Credit Fee shall accrue at the Default Rate at the election of the Required Lenders on notice to the Borrower.

Letter of Credit Fees. The Company US Borrower and the European Borrower, as applicable, shall pay to the Administrative Agent for the account of each Revolving Credit Lender under a Revolving Credit Facility in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit issued under such Revolving Credit Facility equal to the Applicable Rate for Eurocurrency Rate Loans in respect of the Revolving Credit Facilities times the Dollar Equivalent of the daily amount available to be drawn or that may be requested to be paid or disbursed, as applicable, under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender under a Revolving Credit Facility with respect to any Letter of Credit issued under such Revolving Credit Facility as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders under such Revolving Credit Facility in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such feefees, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn or that may be requested to be paid or disbursed, as applicable, under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.07. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate for Eurocurrency Rate Loans denominated in Dollars in respect of the Revolving Credit Facility during any quarter, the daily amount available to be drawn or that may be requested to be paid or disbursed, as applicable, under each Letter of Credit shall be computed and multiplied by the Applicable Rate for Eurocurrency Rate Loans in respect of the Revolving Credit Facilities separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding the foregoing, the Letter of Credit Fees in respect of any Extended US Dollar RCF Commitment or Multicurrency RCF Commitment, as applicable, shall be the rate set forth in the relevant Extension Offer. Notwithstanding anything to the contrary contained herein, (i) upon the request of the Required Multicurrency Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees for Multicurrency RCF Letters of Credit shall accrue at the Default Rate and (ii) upon the request of the Required US Dollar Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees for US Dollar RCF Letters of Credit shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Letter of Credit Fee times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account; except that the Borrower shall not be required to pay the portion of any Letter of Credit Fee allocable to a Defaulting Lender with respect to a Letter of Credit for which the Borrower has provided Cash Collateral sufficient to cover the Fronting Exposure of that Defaulting Lender. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate for Letter of Credit Fee during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate for Letter of Credit Fee separately for each period during such quarter that such Applicable Rate for Letter of Credit Fee was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company shall shall, on and after the Initial Funding Date, pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the actual daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral arrangements satisfactory to the applicable L/C Issuer or Existing L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable LawLaws, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.17(d), with the balance of such fee, if any, payable to the such L/C Issuer or Existing L/C Issuer, as applicable, for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit (or the Initial Funding Date with respect to each Existing Letter of Credit), on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the actual daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay pay, to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, L/C Risk Participation in Dollarseach Letter of Credit, a Letter of Credit fee (the “for each such Letter of Credit Fee”) for each the period from the date of issuance of such Letter of Credit until the expiry thereof, at a per annum rate equal to the Applicable Margin for LIBOR Loans (plus two percent (2.00%) during such time that the Default Rate times is in effect with respect to the Dollar Equivalent of Obligations pursuant to Section 2.07(c)) applicable from time to time during such period multiplied by the actual daily maximum amount available to be drawn under such Letter of Credit; provided, however, that any Letter of Credit Fees otherwise fees payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.16(c) shall be payable, to the maximum extent permitted by applicable LawGovernmental Rules, to the other Revolving Lenders in accordance with the upward adjustments in of their respective Applicable Percentages allocable to participations in such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes ; provided, however, that if the Borrower has provided Cash Collateral satisfactory to the L/C Issuer in respect of computing the daily amount available to be drawn under any such Defaulting Lender’s obligations in respect of such Letter of Credit, the amount balance of such fee, if any, shall be payable to the Borrower. Such fee for each Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable quarterly in arrears on the first Business Day after the last Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date day to occur after the issuance of such Letter of Credit, Credit and on the Letter of Credit Expiration Date Date. Each such fee, when due, shall be fully earned and thereafter on demandwhen paid, shall be non-refundable. If there is any change in the Applicable Rate Margin for LIBOR Loans during any fiscal quarter, the daily amount available to be drawn under each Applicable Margin used for the calculation of the Letter of Credit fee shall be computed and multiplied by the Applicable Rate separately Margin for LIBOR Loans on each period day during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Ratequarter.

Letter of Credit Fees. The Company Ryder shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender Domestic Bank in accordance with its Applicable Revolving Credit Percentage, in Dollars, Domestic Commitment Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit issued for Ryder’s or any of its domestic Subsidiaries’ account equal to the Applicable Rate Margin on all Letter of Credit Fees times the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit); provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender Bank with respect to any Letter of Credit as to which such Defaulting Lender Bank has not provided Cash Collateral satisfactory to the L/C Issuer Issuing Bank pursuant to this Section 2.03 §4 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders Banks in accordance with the upward adjustments in their respective Applicable Commitment Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv§2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer Issuing Bank for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (ia) computed on a quarterly basis in arrears and (iib) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate Margin on all Letter of Credit Fees during any quarter, the daily maximum amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable Rate Margin on all Letter of Credit Fees separately for each period during such quarter that such Applicable Rate Margin on all Letter of Credit Fees was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default existsexists and subject to the request of the Majority Banks (other than with respect to an Event of Default under §13.1(a) (regarding the payment of principal), §13.1(g) or §13.1(h), in each case which shall not require the request of the Majority Banks), all Letter of Credit Fees shall accrue at a rate equal to the Default Ratesum of the Applicable Margin on all Letter of Credit Fees plus 2% per annum.

Letter of Credit Fees. The Company shall pay to the Administrative Agent Agent, for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in U.S. Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the U.S. Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, provided that any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and DecemberQuarterly Payment Date, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, exists all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Commitment Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Margin for Revolving Loans that are LIBOR Rate times the Dollar Equivalent of Loans multiplied by the daily maximum amount available to be drawn under such Letter of Credit; providedCredit (collectively, however, any the “Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(ivFees”), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.3(i). The Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears arrears, and (ii) shall be due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit (but no earlier than December 31, 2018 other than with respect to Existing Letters of Credit), on the Letter of Credit Expiration Date expiration date thereof and thereafter on demand; provided that (1) no Letter of Credit Fees shall accrue in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Letter of Credit Fees accrued in favor of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. If there is any change in the Applicable Rate Margin during any quarterFiscal Quarter, the daily maximum amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter Fiscal Quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, during the continuance of an Event of Default under Sections 9.1(f) and (g), all Letter of Credit Fees shall accrue at the Default Rate, and during the continuance of an Event of Default other than an Event of Default under Sections 9.1(f) or (g), then upon the written request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Letters of Credit (other than standard administrative issuance, amendment and negotiation fees), the Company agrees to pay the Administrative Agent a Letter of Credit fee, for the account of the Issuing Lender and the Participating Lenders, (i) with respect to each Standby L/C, on the average outstanding amount available to be drawn under each Standby L/C at a rate per annum equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable in arrears, on the last day of each fiscal quarter of the Company and on the Revolving Credit Termination Date and (ii) with respect to each Commercial L/C, on the aggregate face amount of each Commercial L/C at a rate equal to the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans in effect at such time, whether or not there are any such Eurodollar Loans outstanding at such time, payable on the date such Commercial L/C is issued. In addition, the Company shall pay to the Administrative Agent for Issuing Lender (i) with respect to each Standby L/C, in arrears on the account last day of each fiscal quarter of the Company and on the Revolving Credit Lender in accordance Termination Date with its Applicable respect to the Revolving Credit Percentage, in DollarsCommitments, a Letter fee to be agreed with the applicable Issuing Lender but not greater than 1/4 of Credit fee (1% per annum on the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily average outstanding amount available to be drawn under such Letter Standby L/C, solely for its own account as Issuing Lender of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Standby L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter and not on account of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the its L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears Participating Interest therein and (ii) due and payable on the first Business Day after the last Business Day of with respect to each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of CreditCommercial L/C, on the Letter date such Commercial L/C is issued, a fee to be agreed with the applicable Issuing Lender but not greater than 1/4 of Credit Expiration Date 1% on the aggregate face amount of such Commercial L/C, solely for its own account as Issuing Lender of such Commercial L/C and thereafter not on demand. If there is account of its L/C Participating Interest therein. (b) In connection with any change in the Applicable Rate during any quarterpayment of fees pursuant to this subsection 8.11, the daily amount available Administrative Agent agrees to be drawn under each Letter provide to the Company a statement of Credit shall be computed and multiplied any such fees so paid; PROVIDED that the failure by the Applicable Rate separately for each period during Administrative Agent to provide the Company with any such quarter that invoice shall not relieve the Company of its obligation to pay such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Ratefees.

Letter of Credit Fees. The Company shall Borrower agrees to pay to the Administrative Agent for the account in respect of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee the following fees (the each, a “Letter of Credit Fee”) computed for each the period from and including the date of issuance, extension or amendment of such Letter of Credit to the expiry date of such Letter of Credit equal to the Applicable Rate times the Dollar Equivalent Margin per annum with respect to Letter of Credit Fees of the daily maximum amount available to be drawn under such Letter of Credit, which shall be for the accounts of the Revolving Credit Lenders in accordance with their respective Commitment Percentages; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Delinquent Lender with respect to any Letter of Credit as to which such Defaulting Delinquent Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 §4 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Commitment Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv§2.11.1(d), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes Such Letter of computing Credit Fees shall be payable quarterly in arrears on (i) the daily last Business Day of each calendar quarter (or portion thereof) for such calendar quarter and (ii) the Maturity Date. In addition, the Borrower agrees to pay a fronting fee at the rate per annum previously agreed upon by the Borrower and the Administrative Agent of the maximum amount available to be drawn under any such Letter of Credit, the amount of such Letter of Credit which shall be determined in accordance with Section 1.09. Letter for the account of Credit Fees the L/C Issuer and which shall be payable quarterly in arrears on (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September calendar quarter (or portion thereof) for such calendar quarter and December, commencing with (ii) the first such date to occur after the issuance Maturity Date. In respect of such each Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in Borrower shall also pay to the Applicable Rate during any quarterL/C Issuer for the L/C Issuer’s own account, at such other time or times as such charges are customarily made by the L/C Issuer, the daily amount available L/C Issuer’s customary issuance, amendment, negotiation or document examination and other administrative fees as in effect from time to be drawn under each Letter of Credit shall be computed time. Such customary fees and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Ratestandard costs and charges are due and payable on demand and are nonrefundable.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Pro Rata Share a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.04 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages Pro Rata Share allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own accountaccount (unless Cash Collateral has been provided with respect to such Defaulting Lender’s participation in Letters of Credit). For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.07. Letter Such letter of Credit Fees credit fees shall be (i) computed on a quarterly basis in arrears and (ii) arrears. Such letter of credit fees shall be due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. For the avoidance of doubt, the Letter of Credit Fee shall be applicable to and paid upon each of the Existing Letters of Credit from and after the Closing Date.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such each Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.05. Letter of Credit Fees shall be (i) computed on a quarterly monthly basis in arrears and (ii) shall be due and payable in arrears on the first Business Day after the last Business Day of each March, June, September and Decembercalendar month, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Maturity Date and thereafter on demand; provided that (1) no Letter of Credit Fees shall accrue in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Letter of Credit Fees accrued in favor of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. If there is any change in the Applicable Rate during any quartermonth, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter month that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Pro Rata Share a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Letter of Credit Fee Rate times the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 (and, if applicable, Section 2.22(b)) shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages Pro Rata Share allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.22(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account; except that the Borrower shall not be required to pay the portion of any Letter of Credit Fee allocable to a Defaulting Lender with respect to a Letter of Credit for which the Borrower has provided Cash Collateral sufficient to cover the Fronting Exposure of that Defaulting Lender. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.03. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and DecemberPayment Date, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Letter of Credit Fee Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Letter of Credit Fee Rate separately for each period during such quarter that such Applicable Letter of Credit Fee Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Unmatured Default exists, all Letter of Credit Fees shall accrue at the Default Ratedefault rate of interest pursuant to Section 2.11.

Letter of Credit Fees. The (a) In lieu of any letter of credit commissions and fees provided for in any L/C Application relating to Standby or Commercial L/Cs (other than standard issuance, amendment and negotiation fees), the Company shall agrees to pay to the Administrative Agent Agent, for the account of the Issuing Lender and the Participating Lenders, with respect to each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in DollarsStandby or Commercial L/C issued for the account of the Company, a Letter of Credit fee (Standby or Commercial L/C fee, as the “Letter of Credit Fee”) for each Letter of Credit case may be, equal to the Applicable Rate times Margin for Revolving Credit Loans which are Eurodollar Loans (of which the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Issuing Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer retain for its own account. For purposes , as the issuing bank and not on account of computing its L/C Participating Interest therein, 1/4 of 1% per annum) on the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily average amount available to be drawn under each Letter Standby L/C in the case of Credit shall a Standby L/C and on the maximum face amount of each Commercial L/C in the case of a Commercial L/C, in either case payable, in arrears, on the last day of each fiscal quarter of the Company. The Administrative Agent will disburse any Standby or Commercial L/C fees received pursuant to this subsection 3.9 (a) to the respective Lenders and the Issuing Lender promptly following the receipt of any such fees in the case of a Standby L/C and, in the case of a Commercial L/C, promptly following the end of the calendar month in which such Commercial L/C fees were received. Notwithstanding the foregoing, the Company agrees to pay standard issuance, amendment and negotiation fees to the Issuing Lender. (b) For purposes of any payment of fees required pursuant to this subsection 3.9, the Administrative Agent agrees to provide to the Company a statement of any such fees to be computed and multiplied so paid; provided that the failure by the Applicable Rate separately for each period during Administrative Agent to provide the Company with any such quarter that invoice shall not relieve the Company of its obligation to pay such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Ratefees.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in DollarsPro Rata Share, a Letter of Credit fee (the “Letter of Credit L/C Fee”) for each Letter of Credit equal to the Applicable Rate then in effect for Eurocurrency Rate Loans with respect to the Revolving Credit Facility times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that (i) any Letter of Credit Fees L/C Fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 ‎2.03 and as to which the Fronting Exposure of such Defaulting Lender has been reallocated to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.16(a)(iv) shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such feeL/C Fee, if any, payable to the applicable L/C Issuer for its own account. For purposes account and (ii) for the avoidance of computing the daily amount available to be drawn under any Letter of Creditdoubt, the amount L/C Fee shall be due and payable in full regardless of such Letter whether all or a portion of the Letters of Credit outstanding have been Cash Collateralized. Such L/C Fee shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) arrears. Such L/C Fee shall be due and payable in Dollars on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. (i) Upon the issuance, extension or renewal of each Letter of Credit by an Issuing Bank, the Borrower agrees to pay to such Issuing Bank a fee in an amount to be agreed upon between such Issuing Bank and the Borrower, payable on the date of such issuance (or on such other date as may be agreed upon by such Issuing Bank and the Borrower). (ii) The Company shall Borrower agrees to pay to the Administrative Agent Paying Agent, for the ratable benefit of the Lenders (determined in accordance with the respective amounts of their Commitments), a letter of credit fee at the Applicable Margin on the maximum Available Amount of outstanding Letters of Credit issued pursuant to Section 2.01(c) for the account of the Borrower, in each Revolving case payable quarterly in arrears on the third day of each January, April, July and October after the date of issuance until the date each such Letter of Credit Lender shall expire or terminate in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter terms and on the date of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Creditexpiration or termination; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer applicable Issuing Bank pursuant to this Section 2.03 2.04(c) shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages Ratable Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.21(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer applicable Issuing Bank for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate Margin during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees fees payable under this clause (ii) shall accrue at the Default Rate.

Letter of Credit Fees. The Company Each Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Pro Rata Share (or, with respect to Several Letters of Credit, other applicable shares if the Borrowers have made a Non-Pro Rata Issuance Election with respect to such Several Letters of Credit Percentage, in Dollars, or such Several Letters of Credit are reallocated or issued on an adjusted pro rata basis pursuant to Section 2.15(a)(v)) a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit issued for the account of such Borrower equal to the Applicable Rate (converted to a daily rate) times the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first last day (or, if such day is not a Business Day after Day, the last next Business Day Day) of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Maturity Date, on the date that is twelve months after the Maturity Date and thereafter on demand, provided that, each Lender’s Letter of Credit Fees shall be subject to adjustment (x) with respect to Defaulting Lenders, as set forth in Section 2.15(a)(iii) and (y) with respect to Non-NAIC Approved Bank or Affected Lenders, as agreed by such Non-NAIC Approved Bank or Affected Lender and any Lender acting as Limited Fronting Lender and/or Confirming Bank for such Lender under Section 2.14(d) (or other acceptable financial institution acting as Confirming Bank for such Lender in accordance with Section 2.14(e)) (and of which the Administrative Agent has received notice). If there is any change in the Applicable Rate during any quarter, the daily maximum amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. In the event that any Lender (or other acceptable financial institution acting as Confirming Bank for such Lender in accordance with Section 2.14(e)) agrees to act as a Limited Fronting Lender and/or Confirming Bank for any Lender that becomes an Affected Lender or a Non-NAIC Approved Bank, such Lender or other acceptable financial institution shall receive such compensation therefor as such Affected Lender or Non-NAIC Approved Bank and such other Lender or other acceptable financial institution may agree.

Letter of Credit Fees. (a) The Company shall pay to the Administrative Agent for the account of each of the Revolving Credit Lender in accordance Lenders a letter of credit fee with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee (respect to the “Letter of Credit Fee”) for each Letter Letters of Credit equal to the Applicable Letter of Credit Fee Rate times the Dollar Equivalent of the average daily maximum amount available to be drawn under such Letter of Credit; provided, however, any Letter the outstanding Letters of Credit Fees at any time during the remaining term thereof, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon Letters of Credit outstanding for that quarter as calculated by the Agent; provided that any letter of credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 Article III shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Revolving Lenders in accordance with the upward adjustments in their respective Applicable Percentages Revolving Percentage allocable to such Letter of Credit pursuant to Section 2.17(a)(iv3.12(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit; and provided, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each Marchfurther, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, Lenders while any Event of Default exists, all such letter of credit fees shall be increased by adding 2% per annum to the Applicable Letter of Credit Fees Fee Rate then in effect for such Letters of Credit. Such letter of credit fees shall accrue be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Effective Date, through the Revolving Maturity Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Maturity Date (or such later expiration date). (b) The Company shall pay to each Issuer a letter of credit fronting fee with respect to the Letters of Credit issued by such Issuer in the amounts and at the Default Ratetimes agreed to by the Company and such Issuer. (c) The Company shall pay to each Issuer from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuer relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Company Subject to the provisions of the last sentence of this clause (b), the Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate Margin for LIBOR Loans that are not FILO Loans times the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit); provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Letter of Credit Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Letter of Credit Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.07. The Letter of Credit Fees Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be (i) computed on a quarterly basis in arrears and (ii) due and payable quarterly in arrears on the first Business Day after the last Business Day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the issuance of such Letter of CreditClosing Date, and on the Letter last day of Credit Expiration Date and thereafter on demandthe Availability Period. If there is any change in the Applicable Rate Margin for LIBOR Loans that are not FILO Loans during any quarter, the daily maximum amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable Rate Margin for LIBOR Loans that are not FILO Loans separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything At all times that the Default Rate shall be applicable to any Loans pursuant to Section 2.08(b), the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees payable under this clause (b) shall accrue and be payable at the Default Rate.

Letter of Credit Fees. (a) The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Loan Lender in accordance a letter of credit fee with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for respect to each Letter of Credit equal to the Applicable L/C Fee Rate times the Dollar Equivalent per annum of the average daily maximum amount available to be drawn under on such Letter of Credit; provided, however, provided that each Defaulting Lender shall be entitled to receive letter of credit fees for any Letter period during which that Revolving Loan Lender is a Defaulting Lender only to the extent allocable to its Pro Rata Share of the stated amount of Letters of Credit Fees for which it has provided Cash Collateral pursuant to Section 2.16. With respect to any letter of credit fee not required to be paid to any Defaulting Lender pursuant to the preceding sentence, the Borrower shall (x) pay to each other Revolving Loan Lender that portion of any such fee otherwise payable for the account of a to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such other Revolving Loan Lender pursuant to Section 2.16, (y) pay to the applicable Issuing Lender the amount of any Letter of Credit as such fee otherwise payable to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter Issuing Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of Credit pursuant to Section 2.17(a)(iv), with the balance of any such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.04. Letter of Credit Fees credit fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter Revolving Credit Facility Termination Date (or such later date upon which all outstanding Letters of Credit Expiration Date shall expire or be fully drawn) and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate Margin during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Loan Lenders, while any Event of Default exists, all Letter letter of Credit Fees credit fees shall accrue at a rate per annum equal to the Default Ratesum of the otherwise applicable L/C Fee Rate plus 2%. (b) The Borrower shall pay to each Issuing Lender a letter of credit fronting fee at such times and in such amounts as are mutually agreed to from time to time by the Borrower and such Issuing Lender. (c) The Borrower shall pay to each Issuing Lender from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuing Lender relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender Lender, in accordance with its Applicable Revolving Credit Commitment Percentage, in Dollars, : a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of Margin multiplied by the daily maximum amount available to be drawn under such Letter of Credit; providedCredit (collectively, however, any the “Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(ivFees”), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.3(i). The Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears arrears, and (ii) shall be due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date expiration date thereof and thereafter on demand; provided that (1) no Letter of Credit Fees shall accrue in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender, and (2) any Letter of Credit Fees accrued in favor of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. If there is any change in the Applicable Rate Margin during any quarter, the daily maximum amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, during the continuance of an Event of Default under clauses (f) and (g) of Sections 9.1, all Letter of Credit Fees shall accrue at the Default Rate, and during the continuance of an Event of Default other than an Event of Default under clauses (f) or (g) of Sections 9.1, then upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall not be paid to such Defaulting Lender but shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance (unless the Borrower has provided Cash Collateral to the L/C Issuer in an amount sufficient to remove the L/C Issuer’s Fronting Exposure in respect of such Defaulting Lender remaining after giving effect to Section 2.15(a)(iv) in which case no Letter of Credit Fee shall be payable in respect of such amount sufficient to remove such Fronting Exposure) of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Maturity Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Commitment Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times applicable Letter of Credit Fee (set forth in the Dollar Equivalent definition of the term “Applicable Margin”) multiplied by the daily maximum amount available to be drawn under such Letter of Credit; provided, however, any Credit (the “Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(ivFee”), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.2.5. The Letter of Credit Fees Fee shall be (i) computed on a quarterly basis in arrears arrears, and (ii) shall be due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date expiration date thereof and thereafter on demand; provided that (i) no Letter of Credit Fee shall accrue in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender except as otherwise provided in Section 2.16.1(c)(ii) and (ii) any Letter of Credit Fee accrued in favor of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender. If there is any change in the Applicable Rate Margin during any quarter, the daily maximum amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, during the continuance of a Default under Sections 6.6 and 6.7, the Letter of Credit Fee shall accrue at the Default Rate, and during the continuance of a Default other than a Default under Sections 6.6 or 6.7, then upon the request of the Required Revolving Lenders, while any Event of Default exists, all the Letter of Credit Fees Fee shall accrue at the Default Rate.

Letter of Credit Fees. The Company Revolving Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender Lender, in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Revolving Credit Loans that are Eurocurrency Loans times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such fee, if any, payable to the such L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in DollarsPro Rata Share, a Letter of Credit fee (the “Letter of Credit L/C Fee”) for each Letter of Credit equal to the Applicable Rate then in effect for Eurodollar Rate Loans with respect to the Revolving Credit Facility in respect of which such Revolving Credit Lender holds Revolving Credit Commitments times the Dollar Equivalent of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases automatically pursuant to the terms of such Letter of Credit); provided that the L/C Fee shall be increased by 2.00% per annum following the occurrence and during the continuation of an Event of Default arising pursuant to Section 8.01(a), (f) or (g); provided, however, that (i) any Letter of Credit Fees L/C Fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 and Section 2.15 and as to which the Fronting Exposure of such Defaulting Lender has been reallocated to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.16(a)(iv) shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.16(a)(iv), with the balance of such feeL/C Fee, if any, payable to the applicable L/C Issuer for its own account. For purposes account and (ii) for the avoidance of computing the daily amount available to be drawn under any Letter of Creditdoubt, the amount L/C Fee shall be due and payable in full regardless of such Letter whether all or a portion of the Letters of Credit outstanding have been Cash Collateralized. Such L/C Fee shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) arrears. Such L/C Fee shall be due and payable in Dollars on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Commitment Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of multiplied by the daily maximum amount available to be drawn under such Letter of Credit; providedCredit (collectively, however, any the “Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(ivFees”), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.3(i). The Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears arrears, and (ii) shall be due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date expiration date thereof and thereafter on demand; provided that (1) no Letter of Credit Fees shall accrue in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (2) any Letter of Credit Fees accrued in favor of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender. If there is any change in the Applicable Rate during any quarter, the daily maximum amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, during the continuance of an Event of Default under Sections 9.1(f) and (g), all Letter of Credit Fees shall accrue at the Default Rate, and during the continuance of an Event of Default other than an Event of Default under Sections 9.1(f) or (g), then upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Parent Borrower shall pay pay, or cause the Canadian Borrower to pay, to the Domestic Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars or Canadian Dollars, as applicable, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit issued to or for the account of such Borrower equal to the Applicable Rate times the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Requirement of Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.07. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, Credit and on the Letter of Credit Expiration Date and thereafter on demandMaturity Date. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.. 

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Letter of Credit Fees times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Applicable Revolving Credit Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default existsunder Section 8.01(a), Section 8.01(h) or Section 8.01(g), all Letter of Credit Fees shall accrue at the Default RateRate and, upon all other Events of Default, all Letter of Credit Fees shall accrue at the Default Rate at the request of the Required Lenders.

Letter of Credit Fees. The Company shall Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, (x) any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 ‎2.03 shall be (A) payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv‎2.21(a)(iv), (B) retained by the Borrower to the extent that the Borrower has provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section ‎2.03 to cover Fronting Exposure that has not been reallocated pursuant to Section ‎2.21(a)(iv), and (C) with the balance of such fee, if any, payable to the L/C Issuer for its own account; and (y) the Borrower agrees to pay to the Administrative Agent for the account of each Defaulting Existing Tranche Lender an amount equal to the amount of Letter of Credit Fees that were reallocated pursuant to the foregoing clause (x) so that such Defaulting Existing Tranche Lender shall have received the same amount as if such Letter of Credit Fees had not been so reallocated. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09‎1.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. (i) The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee commission (the “Letter of Credit FeeFees”) for each Letter on such Lender’s Pro Rata Share of the average daily aggregate Available Amount of all Letters of Credit outstanding from time to time at a rate per annum equal to the Applicable Margin for Eurocurrency Rate times Advances in effect from time to time, payable in arrears quarterly on the Dollar Equivalent first day of each January, April, July and October, commencing July 1, 2017, and on the daily amount available to be drawn Termination Date, and after the Termination Date payable upon demand; provided that the Applicable Margin shall increase by 2% upon the occurrence and during the continuation of an Event of Default under such Letter of Credit; provided, however, any Section 6.01(a) or if the Letter of Credit Fees otherwise payable are not paid when due (but in any case such increase in the Applicable Margin shall not exceed 2% per annum) if the Borrower is required to pay Default Interest pursuant to Section 2.07(b); provided, further, that (i) to the extent that all or a portion of the Fronting Exposure in respect of any Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.20(a), such fees that would have accrued for the account benefit of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory will instead accrue for the benefit of and be payable to the L/C Issuer pursuant to this Section 2.03 shall be payablesuch Non-Defaulting Lenders, to the maximum extent permitted by applicable Law, to the other Lenders pro rata in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Revolving Credit pursuant to Section 2.17(a)(iv)Commitments, with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on to the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance extent that all or any portion of such Letter Fronting Exposure cannot be so reallocated, such fees will instead accrue for the benefit of Credit, on and be payable to the Letter respective Issuing Banks ratably according to the outstanding Letters of Credit Expiration Date and thereafter on demand. If there is any change in issued by each Issuing Bank, provided that such payments to the Applicable Rate during any quarter, Issuing Banks shall accrue only to the daily amount available to be drawn under each Letter extent that such Letters of Credit have not been Cash Collateralized. (ii) The Borrower shall pay to each Issuing Bank for its own account such fees as may from time to time be computed agreed in writing between the Borrower and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default RateIssuing Bank.

Letter of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance accordance, subject to Section 2.17, with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the Dollar Equivalent of the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined 152302503 in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first tenth Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Credit Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. (i) Fronting Fee and Documentary and Processing Charges Payable to an L/C Issuer. The Company shall pay directly to each L/C Issuer for its own account, in Dollars, a fronting fee with respect to each Letter of Credit issued by (A) Bank of America in its capacity as an L/C Issuer, at the rate per annum specified in the Fee Letter to which Bank of America is a party, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears and

Letter of Credit Fees. The Company shall In lieu of any letter of credit fronting fees provided for in the Applications or otherwise, the Borrowers agree to pay to the Administrative Agent (for its own account) upon the issuance of each Standby Letter of Credit a fee equal to 1/10 of 1% of the face amount of such Standby Letter of Credit, and the Borrowers further agree to pay to the Agent (for its own account) from time to time any issuance, amendment, payment, telex, postage and courier fees, at the Agent's standard rates (a schedule of which has been provided to the Borrowers), in respect of Letters of Credit. The Borrowers agree that upon and following the issuance of a Standby Letter of Credit, the Agent shall be paid a fee per annum, for the account of each Revolving Credit Lender Bank in accordance with its Applicable Revolving Credit Percentagesuch Bank's Percentage Share, in Dollars, a based upon the amount of the Standby Letter of Credit issued, which fee (the “Letter of Credit Fee”) shall be calculated at a rate per annum for each Letter of Credit day equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender Margin with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders Euro-Rate in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit effect pursuant to Section 2.17(a)(iv), with the balance 2.05(h) hereof for such day. Such letter of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit credit commission shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each Marchcalendar quarter, Juneand on the last date on which any Standby Letter of Credit issued hereunder expires, September and December, commencing with in each case for the first preceding period from which such date to occur after fee has not been paid. The Borrowers agree that upon the issuance of such a Documentary Letter of Credit, on the Agent shall be paid (for its own account) a fee equal to 1/2 of 1% of the face amount of the Documentary Letter of Credit Expiration Date and thereafter on demand. If there is any change issued; provided, however, that in the Applicable Rate during case of the acceptance by the Agent of any quarter, the daily amount available time draft with respect to be drawn under each a Documentary Letter of Credit shall be computed and multiplied by issued hereunder, the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything Borrowers agree to pay to the contrary contained hereinAgent, for the account of each Bank in accordance with such Bank's Percentage Share, an acceptance fee per annum based upon the request amount of the Required Revolving Lenders, while any Event of Default exists, all Documentary Letter of Credit Fees issued, which acceptance fee shall accrue be calculated at a rate per annum for each day during the period from the acceptance of such draft through its maturity equal to the Applicable Margin with respect to the Euro-Rate in effect pursuant to Section 2.05(h) hereof at the Default Ratetime of the acceptance of any such time draft.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Letters of Credit times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.3 shall be (A) payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), (B) retained by the Borrower to the extent applicable to the portion of the amount available to be drawn under such L/C for which Borrower has provided Cash Collateral to cover Fronting Exposure that has not been reallocated pursuant to Section 2.15(a)(iv), and (C) with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.6. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable in arrears on the first Business Day after the last Business Day of each March, June, September and Decembercalendar quarter after the date hereof, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit PercentagePro Rata Share, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each standby Letter of Credit equal to the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans times the Dollar Equivalent of the daily maximum aggregate amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 2.23 shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Revolving Lenders in accordance with the upward adjustments in their respective Applicable Percentages Pro Rata Share allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.23(a)(iii), with the balance of such fee, if any, payable to the such L/C Issuer for its own account. For purposes of computing the daily maximum aggregate amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.4. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand (to the extent remaining unpaid) and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate Margin during any quarter, the daily maximum aggregate amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Requisite Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Letter of Credit Fees Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Pro Rata Share under the aggregate Revolving Credit Percentage, in DollarsFacility, a Letter of Credit fee (the “Letter of Credit Fee”) which shall accrue for each Letter of Credit in an amount equal to the Applicable Rate times then in effect for Eurodollar Rate Loans with respect to the Dollar Equivalent of Revolving Credit Facility associated with such Lender multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit Fees fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral reasonably satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Applicable Percentages Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.19(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. For purposes account (unless the Borrower has provided Cash Collateral, in which case such fee shall not be due and owing in respect of computing the daily amount available to be drawn under any Letter portion of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09which has been Cash Collateralized by the Borrower). Such Letter of Credit Fees fees shall be (i) computed on a quarterly basis in arrears and (ii) shall be due and payable on the first Business Day after the last Business Day of each March, June, September and December, in respect of the quarterly period then ending (or portion thereof, in the case of the first and last payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. (i) The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter commission on such Lender’s Ratable Share of the average daily aggregate Available Amount of all Letters of Credit fee (issued for the “Letter account of Credit Fee”) for each Letter of Credit the Borrower and outstanding from time to time at a rate per annum equal to the Applicable Margin for Eurodollar Rate times the Dollar Equivalent of the daily amount available Advances in effect from time to be drawn under time during such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if anycalendar quarter, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable quarterly on the first Business Day after the last Business Day day of each March, June, September and December, commencing with the first quarter ended September 30, 2011, and on the later of the Termination Date applicable to such Lender and the date on which all Letters of Credit have expired or have been terminated; provided that the Applicable Margin shall be 2% above the Applicable Margin in effect upon the occurrence and during the continuation of an Event of Default if the Borrower is required to occur after pay default interest pursuant to Section 2.07(b); provided, further, that (i) to the issuance extent that all or a portion of the Fronting Exposure in respect of any Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.19(a), such fees that would have accrued for the benefit of such Letter Defaulting Lender will instead accrue for the benefit of Creditand be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Credit Commitments, and (ii) to the extent that all or any portion of such Fronting Exposure cannot be so reallocated, such fees will instead accrue for the benefit of and be payable to the respective Issuing Banks ratably according to the outstanding Letters of Credit issued by each Issuing Bank. (ii) The Borrower shall pay to each Issuing Bank, for its own account, a fronting fee equal to a rate per annum agreed in writing between the Borrower and the applicable Issuing Bank on the Letter Available Amount of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed issued by such Issuing Bank, payable in arrears quarterly on the last day of each March, June, September and multiplied by December, commencing September 30, 2011, and on the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request later of the Required Revolving LendersTermination Date applicable to such Issuing Bank and the date on which all Letters of Credit have expired or have been terminated, while any Event and such other commissions, issuance fees, transfer fees and other fees and charges in connection with the Issuance or administration of Default exists, all each Letter of Credit Fees as the Borrower and such Issuing Bank shall accrue at the Default Rateagree.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee in Dollars for each Letter of Credit issued under the Revolving Credit Facility (the fee payable under such Facility, the “Letter of Credit FeeFees”) for each Letter of Credit equal to the Applicable Rate for such Letter of Credit times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears; provide that with respect to Letters of Credit issued by an L/C Issuer that is not the Administrative Agent (or any Affiliate thereof), the Administrative Agent shall use its commercially reasonable efforts to provide Borrower with the Letter of Credit Fees due and payable on each such date with respect to such Letters of Credit, based on information provided by such L/C Issuers, and any discrepancies with respect thereto shall be adjusted on the next quarterly payment date. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees owing on Letters of Credit under the Revolving Credit Facility shall accrue at the Default Rate.

Letter of Credit Fees. The Company Lead Borrower shall pay (or shall cause to be paid) to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Commitment Percentage a Letter of Credit fee (the “Letter of Credit Fee”) (i) for each Trade Letter of Credit, equal to Applicable Margin for Eurocurrency RateTerm SOFR Loans times the daily amount available to be drawn under such Letter of Credit, and (ii) for each Standby Letter of Credit equal to the Applicable Rate Margin for Eurocurrency RateTerm SOFR Loans times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer applicable Issuing Bank pursuant to this Section 2.03 2.04 shall be payable, to the maximum extent permitted by applicable Requirement of Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Commitment Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.14(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer such Issuing Bank for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.07. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable in arrears on the first Business Day after the last Business Day day of each March, June, September and Decembercalendar quarter, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demandwritten demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate Letter of Credit Fee during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate Letter of Credit Fee separately for each period during such quarter that such Applicable Rate Letter of Credit Fee was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Majority Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company shall (a) In lieu of any letter of credit --------------------- commissions and fees provided for in any L/C Application relating to Standby or Commercial L/Cs (other than standard, administrative issuance, amendment, payment and negotiation fees), the Borrower agrees to pay to the Administrative Agent Agent, for the account of the Issuing Lender and the Participating Lenders, with respect to each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in DollarsStandby or Commercial L/C issued for the account of the Borrower, a Letter of Credit fee (Standby or Commercial L/C fee, as the “Letter of Credit Fee”) for each Letter of Credit case may be, equal to the Applicable Rate times Margin for Revolving Credit Loans which are Eurodollar Loans per annum (of which the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Issuing Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer retain for its own account. For purposes , as the Issuing Bank and not on account of computing the daily amount available to be drawn under any Letter of Creditits L/C Participating Interest therein, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i0.25% per annum) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter Standby L/C in the case of Credit shall a Standby L/C and on the maximum face amount of each Commercial L/C in the case of a Commercial L/C, in either case, payable, in arrears, on the last day of each fiscal quarter of the Borrower. The Administrative Agent will disburse any Standby or Commercial L/C fees received pursuant to this subsection 3.9 (a) to the respective Lenders promptly following the receipt of any such fees in the case of a Standby L/C and, in the case of a Commercial L/C, following the end of the calendar month in which such Commercial L/C fees were received. Notwithstanding the foregoing, the Borrower agrees to pay standard issuance, amendment and negotiation fees to the Issuing Lender. (b) For purposes of any payment of fees required pursuant to this subsection 3.9, the Administrative Agent agrees to provide to the Borrower a statement of any such fees to be computed and multiplied so paid; provided that the failure by the Applicable Rate separately for each period during -------- Administrative Agent to provide the Borrower with any such quarter that invoice shall not relieve the Borrower of its obligation to pay such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Ratefees.

Letter of Credit Fees. The Company Lead Borrower shall pay to the Administrative Agent for the account of each Tranche 1 Revolving Credit Lender in accordance with the proportion its Applicable Revolving Tranche 1 L/C Participations represent of all amounts available to be drawn under all Letters of Credit Percentage, in Dollars, a Letter of Credit fee (the “Tranche 1 Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent daily amount available to be drawn under such Letter of Credit. The Lead Borrower shall pay to the Administrative Agent for the account of each Tranche 2 Revolving Credit Lender in accordance with the proportion its Tranche 2 L/C Participations represent of all amounts available to be drawn under all Letters of Credit a Letter of Credit fee (the “Tranche 2 Letter of Credit Fee” and together with the Tranche 1 Letter of Credit Fee, the “Letter of Credit Fees”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. For the avoidance of doubt, all Letter of Credit Fees attributable to periods prior to the Restatement Date shall accrue at the rate in effect prior to the Restatement Date.

Letter of Credit Fees. The Company On the first day of each calendar quarter following the date that any Letter of Credit is issued (or renewed or extended), and continuing on a quarterly basis thereafter until its expiration date and thereafter ON DEMAND, so long as any Letter of Credit shall pay remain issued and outstanding or any LC Obligations exist thereunder, Borrowers shall pay, (i) to the Administrative Agent Agent, in arrears and for the account of each Revolving Credit Lender the Lenders, in accordance with its Applicable Revolving Credit Percentage, in Dollarstheir respective Pro Rata Shares thereof, a Letter of Credit fee (the “Letter of Credit Fee”), in an amount equal to (A) for each Letter of Credit a rate per annum equal to the Applicable Margin in effect for Revolving Loans made as Term SOFR Loans plus, at all times when the Default Rate with respect to such Loans is in effect, two percent (2%) per annum, times the Dollar Equivalent of (B) the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases or decreases periodically pursuant to the terms of such Letter of Credit; provided), howeverprovided that no Letter of Credit Fee shall accrue in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and except as otherwise provided in Section 4.2(a)(iii), any Letter of Credit Fees otherwise payable for the account Fee accrued in favor of a Defaulting Lender with respect during the period prior to any Letter of Credit as to which the time such Lender became a Defaulting Lender has and unpaid at such time shall not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 be payable by Borrowers so long as such Lender shall be payablea Defaulting Lender, and (ii) directly to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C each LC Issuer for its own account. For purposes of computing account a fronting fee at the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change rate per annum specified in the Applicable Rate during Fee Letter or, as applicable, in any quarterLC Document (but if no such rate is so specified, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained hereinthen, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.rate of twenty-

Letter of Credit Fees. The Company Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Commitment Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each standby Letter of Credit equal to the Applicable Rate times applicable Letter of Credit Fee (set forth in the Dollar Equivalent definition of the term “Applicable Margin”) multiplied by the daily maximum amount available to be drawn under such Letter of Credit; provided, however, any Credit (the “Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(ivFee”), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.2.5. The Letter of Credit Fees Fee shall be (i) computed on a quarterly basis in arrears arrears, and (ii) shall be due and payable on the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date expiration date thereof and thereafter on demand; provided that (i) no Letter of Credit Fee shall accrue in favor of a Defaulting Lender so long as such Lender shall be a Defaulting Lender except as otherwise provided in Section 2.16.1(c)(ii) and (ii) any Letter of Credit Fee accrued in favor of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender. If there is any change in the Applicable Rate Margin during any quarter, the daily maximum amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding anything to the contrary contained herein, during the continuance of a Default under Sections 6.6 and 6.7, the Letter of Credit Fee shall accrue at the Default Rate, and during the continuance of a Default other than a Default under Sections 6.6 or 6.7, then upon the request of the Required Revolving Lenders, while any Event of Default exists, all the Letter of Credit Fees Fee shall accrue at the Default Rate.

Letter of Credit Fees. The Company shall pay to in requesting the Administrative Agent for the account issuance of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of Credit fee pursuant to subsection 3.1 agrees to pay the following amounts with respect to Letters of Credit issued hereunder by any Issuing Lender (including, without limitation, the “Existing Company Letters of Credit): (i) with respect to each Standby Letter of Credit Fee”Credit, (a) a fronting fee payable directly to such Issuing Lender for each Letter of Credit its own account, equal to the Applicable Rate times the Dollar Equivalent greater of (X) $250 and (Y) 0.125% per annum of the daily maximum amount available to be drawn under such Letter of Credit; provided, however, any Standby Letter of Credit Fees otherwise and (b) a letter of credit fee payable to Administrative Agent for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory Domestic Lenders, equal to the L/C Issuer pursuant Tranche A Pricing Margin, as in effect from time to this Section 2.03 shall be payabletime, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing per annum on the daily maximum amount available to be drawn under any such Standby Letter of Credit, in each case payable in arrears on and to (but excluding) each Quarterly Payment Date and computed on the amount basis of a 360-day year for the actual number of days elapsed; (ii) with respect to each Commercial Letter of Credit, such fees and commissions as are mutually agreed to by the Issuing Lender issuing such Commercial Letter of Credit and Company, payable directly to such Issuing Lender for its own account and at the times and calculated in the manner required by such Issuing Lender, which fees and commissions shall be determined in accordance with Section 1.09. no less than the amount which such Issuing Lender requires for the issuance of a Commercial Letter of Credit Fees shall be of similar tenor and denomination for the account of an account party with a credit standing similar to Company; and (iii) with respect to the amendment or transfer of each Letter of Credit and each payment of a drawing made thereunder (without duplication of the fees payable under clauses (i) computed on a quarterly basis in arrears and (ii) due above), documentary and processing charges payable on directly to such Issuing Lender for its own account and in accordance with such Issuing Lender's standard schedule for such charges in effect at the first Business Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance time of such Letter issuance, amendment, transfer or payment of Creditdrawing, on as the Letter case may be. Promptly upon receipt by Administrative Agent of Credit Expiration Date and thereafter on demand. If there is any change amount described in the Applicable Rate during any quarterclause (i)(b) of this subsection 3.2, the daily amount available Administrative Agent shall distribute to be drawn under each Letter other Domestic Lender its Tranche A Domestic Pro Rata Share of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rateamount.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit); provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other non-Defaulting Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own accountaccount with respect to the amount of such fee allocable to such L/C Issuer’s Fronting Exposure arising from that Defaulting Lender, except to the extent such Fronting Exposure has been Cash Collateralized by the Borrower. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.07. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any an Event of Default under Section 8.01(a) exists, all Letter of Credit Fees shall accrue at the Default Rate.. Table of Contents

Letter of Credit Fees. The Company shall Borrower agrees to pay to (i) the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage(subject, in Dollarsthe case of a Defaulting Lender, to any restrictions on such payment in Section 2.20(a)(iv)) (x) a standby Letter of Credit fee (the “Standby Letter of Credit Fee”) for equal to the LIBOR Margin per annum on the undrawn amount of each outstanding standby Letter of Credit (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (y) a one-time commercial Letter of Credit fee (the “Commercial Letter of Credit Fee” and together with the Standby Letter of Credit Fee, the “LC Participation Fee”) equal to the Applicable Rate times the Dollar Equivalent 0.20% of the daily face amount available of each commercial Letter of Credit (but in no event less than $150) with respect to be drawn under such Letter its participations in Letters of Credit; provided, however, provided that any Letter of Credit LC Participation Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders applied as set forth in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.20(a)(iv), with the balance of such fee, if any, payable to the L/C and (ii) any LC Issuer for its own account. For purposes account a fronting fee (the “Fronting Fee”), which shall accrue at the rate of computing 0.250% per annum (or such other rate per annum as the LC Issuer and Borrower may agree upon from time to time) on the average daily amount available of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) attributable to Letters of Credit issued by such LC Issuer during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be drawn under any LC Exposure, as well as such LC Issuer’s customary fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit, the amount Credit or processing of such Letter of Credit shall be determined in accordance with Section 1.09drawings thereunder. Accrued Standby Letter of Credit Fees shall be (i) computed on a quarterly basis payable in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and DecemberDecember of each year, commencing with on the first such date to occur after the issuance of such Letter of CreditEffective Date, and on the Letter of Credit Expiration Date and thereafter date on demandwhich the Revolving Commitments terminate. If there is any change in the Applicable Rate LIBOR Margin during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate LIBOR Margin separately for each period during such quarter that such Applicable Rate LIBOR Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with the proportion its Applicable Revolving L/C Participations represent of all amounts available to be drawn under all Letters of Credit Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Eurodollar Rate Loans times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, that any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv)2.17, with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day calendar day of each MarchJanuary, JuneApril, September July and DecemberOctober, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate for Eurodollar Rate Loans during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate for Eurodollar Rate Loans separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lendersif applicable, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default RateRate in accordance with Section 2.08(b)(i).

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Revolver Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Revolving Loans per annum times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.04 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Revolver Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.18(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the date on which such Letter of Credit Expiration Date expires or is drawn on in accordance with the terms hereof and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate for Revolving Loans during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate for Revolving Loans separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company shall Borrower agrees to pay (a) to the Administrative Agent for the account ratable benefit of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollarsthe Lenders, a Letter letter of Credit credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Letter of Credit Fee Rate times in effect from time to time on the Dollar Equivalent of the aggregate daily amount available to be drawn for drawing under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter outstanding Letters of Credit, the amount of such Letter of Credit shall fee to be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis paid in arrears and (ii) due and payable on the first Business Day after the last Business Day of each Marchcalendar quarter, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Facility Termination Date and thereafter on demand. If there is any change in (b) to the Applicable Rate during any quarterapplicable Issuer for its own account as issuing bank, a one time facing fee of 0.125% of the daily amount available to be drawn for drawing under each Letter of Credit shall be computed issued by such Issuer, payable upon the issuance of each such Letter of Credit issued on or after the Original Effective Date and multiplied all customary fees and other issuance, amendment, negotiation and presentment expenses and related charges in connection with the issuance, amendment, presentation of L/C Drafts, and the like customarily charged by the Applicable Rate separately for each period during applicable Issuer to other customers of such quarter that Issuer of comparable creditworthiness with respect to standby letters of credit and commercial letters of credit, payable at the time of invoice of such Applicable Rate was in effectamounts. Notwithstanding anything Anything herein to the contrary contained hereinnotwithstanding, upon during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any letter of credit fees accruing during such period pursuant to clause (a) above (without prejudice to the request rights of the Required Revolving LendersLenders other than Defaulting Lenders in respect of such letter of credit fees), while any Event and such letter of Default existscredit fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to the applicable Issuer or, all Letter if and to the extent the Borrower has provided Cash Collateral therefor (or otherwise complied with clause (c) of Credit Fees shall accrue at Section 2.22(b) with respect to such Defaulting Lender), to the Default RateBorrower.

Letter of Credit Fees. The Company applicable Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Pro Rata Share a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Letter of Credit Fee Rate times the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.22 (and, if applicable, Section 2.20(b)) shall be payable, to the maximum extent permitted by applicable Lawlaw, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages Pro Rata Share allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.20(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account; except that the applicable Borrower shall not be required to pay the portion of any Letter of Credit Fee allocable to a Defaulting Lender with respect to a Letter of Credit for which the applicable Borrower has provided Cash Collateral sufficient to cover the Fronting Exposure of that Defaulting Lender. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.05. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable in Dollars on the first Business Day after the last Business Day of each March, June, September and DecemberPayment Date, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Letter of Credit Fee Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Letter of Credit Fee Rate separately for each period during such quarter that such Applicable Letter of Credit Fee Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Unmatured Default exists, all Letter of Credit Fees shall accrue at the Default Ratedefault rate of interest pursuant to Section 2.11.

Letter of Credit Fees. The Company With respect to each Letter of Credit, Borrower and the Co-Borrowers shall pay the following fees: (a) concurrently with the issuance of each Standby Letter of Credit, any letter of credit issuance fee agreed to between Borrower, the relevant Co-Borrower and the relevant Issuing Lender, which fee shall be for the sole account of that Issuing Lender (in the case of Bank of America, as an Issuing Lender, in the amount set forth in a letter agreement between Borrower and Bank of America); (b) to the Administrative Agent for the ratable account of each the Revolving Credit Lender Lenders in accordance with its Applicable their Pro Rata Shares of the Revolving Credit PercentageCommitment, in Dollars, a standby letter of credit fee in an amount equal to the applicable Standby Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate Fee per annum times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Standby Letter of Credit Fees otherwise payable for (the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of on such Letter of Credit shall be determined in W02-WEST:LAR\4000119853.8 accordance with Section 1.09. Letter 1.7), which standby letter of Credit Fees credit fee shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day of each March, June, September and DecemberQuarterly Payment Date, commencing with the first such date to occur after the issuance of such Standby Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If demand and (ii) computed on a quarterly basis in arrears provided that if there is any change in the Applicable Rate Standby Letter of Credit Fee during any quarter, the daily amount available to be drawn under each Standby Letter of Credit shall be computed and multiplied by the Applicable Rate Standby Letter of Credit Fee separately for each period during such quarter that such Applicable Rate Standby Letter of Credit Fee was in effect. Notwithstanding anything ; and (c) concurrently with each issuance, negotiation, drawing or amendment of each Commercial Letter of Credit, to the contrary contained hereinrelevant Issuing Lender for the sole account of that Issuing Lender, upon issuance, negotiation, drawing and amendment fees in the request amounts set forth from time to time as that Issuing Lender's published scheduled fees for such services. Pursuant to the Existing Loan Agreement, letter of credit fees have been paid thereunder to each of the Required Revolving Lenders, while any Event Lenders thereunder in advance for the tenor of Default exists, all the Existing Letters of Credit. Each Lender hereunder which was a party to the Existing Loan Agreement agrees to remit to the Borrower on the Closing Date the portion of the letter of credit fees paid to it under the Existing Loan Agreement which relates to the unexpired tenor of the Existing Letters of Credit (which amount may be netted from the amounts otherwise payable to that Lender on the Closing Date). Each Existing Letters of Credit will remain outstanding as a Letter of Credit Fees hereunder. No issuance fee shall be payable to the Issuing Lender in respect of the Existing Letters of Credit, however Letter of Credit fees shall commence to accrue at with respect to the Default RateExisting Letters of Credit on the Closing Date in the manner set forth above. Each of the fees payable with respect to Letters of Credit under this Section is earned when due and is nonrefundable.

Letter of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender of a Tranche in accordance with its Applicable Revolving Credit PercentagePercentage for such Tranche, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit under such Tranche equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, the Company shall not have to pay any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable2.04, except (x) to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(a)(iv2.18(a)(iv), with and (y) to the balance extent allocable to the L/C Issuer’s Fronting Exposure in respect of such feeDefaulting Lender, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.091.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the last Business Day end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Maturity Date and thereafter on demanddemand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Company Borrower shall pay to the Administrative Agent for the account of each Participating Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, in Dollars, Pro Rata Share a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement equal to (i) prior to the Twelfth Extension Amendment Effective Date, the Applicable Rate times Margin then in effect for 2019 Revolving Credit Loans that are Eurodollar Loans, and (ii) on and after the Dollar Equivalent Twelfth Extension Amendment Effective Date, (x) in the case of any Participating Revolving Credit Lender that is a 2019 Revolving Credit Lender, the Applicable Margin then in effect for 2019 Revolving Credit Loans that are Eurodollar Loans and (y) in the case of any Participating Revolving Credit Lender that is a 2022 Extended Revolving Credit Lender, the Applicable Margin then in effect for 2022 Extended Revolving Credit Loans that are SOFR Loans, in each case multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit Fees fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 2.26 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages Pro Rata Share allocable to such Letter of Credit pursuant to Section 2.17(a)(iv)2.25, with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Such Letter of Credit fees shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) arrears. Such Letter of Credit fees shall be due and payable in Dollars on the first Business Day after the last Business Day 15th day of each Marchof April, JuneJuly, September October and DecemberJanuary, commencing with the first such date to occur after the issuance of such Letter of Credit, on the applicable Letter of Credit Expiration Date and thereafter on demanddemand provided that if any such day is not a Business Day, payment shall be due on the next succeeding Business Day. If there is any change in the Applicable applicable Rate during any quarter, the daily maximum amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable applicable Rate separately for each period during such quarter that such Applicable applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.