Common use of Letter of Credit Fees Clause in Contracts

Letter of Credit Fees. (a) The Company shall pay to the Agent for the account of each of the Banks a letter of credit fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender, a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure; provided that, if an Event of Default has occurred and is continuing during such period, the Letter of Credit participation fee shall increase by 2% per annum over the then applicable rate, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date (or and any such later date upon which fees accruing after the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a letter year of credit fronting fee for each Letter 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of Credit Issued by the Issuing Bank equal to .125% per annum a year of the face amount 365 days (or increased face amount366 days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements and including the US Dollar Equivalent of the face amount of the outstanding Offshore Currency Letter of Credit) during the period from and including the date of this Agreement 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, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Aggregate Revolving Commitments and the date on which there ceases to be any LC Exposure and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or date of this Agreement; provided that all such later date upon which the outstanding Letters of Credit fees shall expire), with the final payment to be made payable on the Revolving Termination Credit Maturity Date (or and any such later expiration date). (b) The Company fees accruing after the Revolving Credit Maturity Date shall pay be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(a) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a letter year of credit fronting fee for each Letter 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of Credit Issued by the Issuing Bank equal to .125% per annum a year of the face amount 365 days (or increased face amount366 days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of Lender (other than a Defaulting Lender to the Banks extent set forth in Section 2.10) a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements which has been funded by such Lender) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate per annum agreed to with such Issuing Bank on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing Bank, provided that (x) if the expiration date of the Letter of Credit is less than one year after its date of issuance and the aggregate fronting fee otherwise payable through its expiration would be less than C$500, then the Borrower shall pay to such Issuing Bank C$500 upon the issuance of such Letter of Credit in lieu of the fronting fee otherwise payable and (y) no fronting fee shall be payable with respect to any Grandfathered Letters of Credit on the Effective Date or thereafter, until and unless such Grandfathered Letter of Credit is extended, renewed or reissued hereunder, and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Effective Date, through ; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or such later date upon which the outstanding Letters of Credit shall expire366 days in a leap year), with and shall be payable for the final payment to be made on actual number of days elapsed (including the Revolving Termination Date (or such later expiration datefirst day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender (subject to Section 4.04(b)(iii)) a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of such Issuing Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Termination Date shall be payable on demand. During the continuation of an Event of Default, if the Majority Lenders (or such later date upon which the Administrative Agent at the direction of the Majority Lenders) have elected to charge the default rate on the then outstanding Letters of Credit shall expireLoans pursuant to Section 3.02(c), with the final payment fees payable pursuant to be made on the Revolving Termination Date (or such later expiration date). (bthis Section 3.05(b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued increase by the Issuing Bank equal to .1252.00% per annum over the then applicable rate (with such increase to be retroactive to the date of the face amount applicable Event of Default). Any other fees payable to an Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case such fees shall be computed on the basis of a year of 365 days (or increased face amount366 days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each applicable Issuing Bank a quarterly basis fronting fee, which shall accrue at the rate equal to the greater of (A) $750 and (B) 0.20% per annum (or such other rate as may be agreed to with such Issuing Bank) on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in arrears on no event shall such fee be less than $750.00 during any quarter unless no LC Exposure existed at any time during such quarter and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the such last Business Day of each calendar quarter during which Letters of Credit are outstandingDay, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or such later date upon which the outstanding Letters of Credit shall expire366 days in a leap year), with and shall be payable for the final payment to be made on actual number of days elapsed (including the Revolving Termination Date (or such later expiration datefirst day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure (during the continuation of an Event of Default, upon written notice to the Borrower of the election of Majority Lenders, such participation fee shall increase by 2% per annum over the then applicable rate), (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third (3rd) Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date (or and any such later date upon which fees accruing after the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a letter year of credit fronting fee for each Letter three hundred sixty (360) days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of Credit Issued by the Issuing Bank equal to .125% per annum a year of the face amount three hundred sixty-five (365) days (or increased face amountthree hundred sixty-six (366) days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first (1st) day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company shall agrees to pay to the Administrative Agent for the account of each of the Banks Multicurrency Tranche Revolving Credit Lender a letter of credit fee with respect to the Letters of Credit at a rate per annum equal to the Applicable Margin per annum for Revolving Credit Loans that are LIBOR Loans times the daily average Stated Amount of the average daily maximum amount available to be drawn of the outstanding Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by for the Issuing Bank equal to .125% per annum period from and including the date of the face amount (or increased face amount, as the case may be) issuance of such Letter of Credit. Such Credit (x) to and including the date such Letter of Credit fronting fee shall be due and payable quarterly in arrears on expires or is cancelled or (y) to but excluding the last Business Day of each calendar quarter during which date such Letter of Credit is outstanding, commencing drawn in full. The fee provided for in the immediately preceding sentence shall be nonrefundable and payable in arrears (i) quarterly on the first day of each January, April, July and October, (ii) on the Revolving Credit Maturity Date, (iii) on the date the Multicurrency Tranche Revolving Credit Commitments are terminated or reduced to zero and (iv) thereafter from time to time on demand of the Administrative Agent. In addition to such quarterly fee, the applicable Borrower shall pay to the applicable Issuing Bank solely for its own account prior to the issuance of each Letter of Credit, a nonrefundable issuance or fronting fee in respect of each Letter of Credit in an amount to be agreed between such Borrower and such Issuing Bank, which fee may be payable either as a percentage of the Stated Amount of such Letter of Credit or as a per annum rate on the daily average Stated Amount of such Letter of Credit for the period from and including the date of issuance of such Letter of Credit (1) to occur after and including the date such Letter of Credit expires or is cancelled or (2) to but excluding the date such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) drawn in full. The Company shall pay directly to the such Issuing Bank from time to time on demand the normal issuanceall commissions, presentationcharges, amendment and other processing fees, and other standard costs and charges, of expenses in the amounts customarily charged by such Issuing Bank relating to letters of credit as from time to time in effectlike circumstances with respect to the issuance of each Letter of Credit, and any drawings, amendments, renewals, extensions or other transactions relating thereto.

Letter of Credit Fees. (a) The Company shall pay pay (i) to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis which shall accrue in arrears Dollars at the same Applicable Amount used to determine the interest rate applicable to Committed Loans that are Dollar LIBOR Loans or Foreign Currency Loans on the average daily amount of such Lender’s LC Exposure, as determined by the Issuing Bank using its customary method of calculating the Dollar amount equivalent of its Foreign Currency Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee and fees with respect of the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder, as may be separately agreed upon between the Company and the Issuing Bank. Participation fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through ; provided that all such fees shall be payable on the Revolving Termination Date (or such later date upon on which the outstanding Letters of Credit Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall expire), with the final payment to be made payable on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay demand. Any other fees payable to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by pursuant to this paragraph shall be payable as agreed between the Issuing Bank equal to .125% per annum of and the face amount (or increased face amount, as the case may be) of such Letter of CreditCompany. Such Letter of Credit fronting fee All participation fees shall be due and payable quarterly in arrears computed on the last Business Day basis of each calendar quarter during which such Letter a year of Credit is outstanding, commencing on 360 days and shall be payable for the actual number of days elapsed (including the first such quarterly date to occur after such Letter of Credit is issued, through day but excluding the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration datelast day). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company shall In consideration of LC Issuer’s issuance of any Letter of Credit, the Borrower agrees to pay to the Administrative Agent, for the account of all Lenders in accordance with their respective Applicable Percentages, a Letter of Credit fee (the “Letter of Credit Fee”) equal to the Applicable Rate for Eurodollar Loans then in effect (or the Default Rate during the Default Rate Period) applicable each day times the face amount of 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 LC Issuer pursuant to Section 2.07 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 2.20(a)(iv), with the balance of such fee, if any, payable to the LC Issuer for its own account. Such fee will be calculated on the face amount of each Letter of Credit outstanding on each day at the above applicable rates and will be payable in arrears on the last day of each Fiscal Quarter. In addition, the Borrower will pay a minimum administrative issuance fee with respect to each Letter of Credit at the rate per annum specified in the LC Issuer’s Fee Letter and such other fees and charges customarily charged by the LC Issuer in respect of any issuance, amendment or negotiation of any Letter of Credit in accordance with the LC Issuer’s published schedule of such charges effective as of the date of such amendment or negotiation; such fees will be payable to the Administrative Agent for the account of each of the Banks a letter of credit fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding Letters of Credit, computed on a quarterly basis LC Issuer in arrears on the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date)Fiscal Quarter. (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Agent for Issuing Bank, a fee (the account “LC Fee”), equal to the product of each (x) the Applicable Margin multiplied by (y) the average daily amount of the Banks Issuing Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the LC Commitment and the date of which there cease to be any LC Exposure, (ii) to the Issuing Bank, for its own account, a letter fronting fee, which shall accrue at the rate of credit 0.25% per annum, on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the LC Commitment and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the Letters issuance, amendment, renewal or extension of any Letter of Credit equal to the Applicable Margin per annum or processing of the average daily maximum amount available to be drawn of the outstanding Letters of Credit, computed on a quarterly basis in arrears on drawings thereunder. The LC Fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or date of this Agreement; provided that all such later date upon which the outstanding Letters of Credit fees shall expire), with the final payment to be made payable on the Revolving Termination Date (or termination date and any such later expiration date). (b) The Company fees accruing after the termination date shall pay be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a letter year of credit fronting fee for each Letter 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of Credit Issued by the Issuing Bank equal to .125% per annum a year of the face amount 365 days (or increased face amount366 days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company shall Each Borrower, as applicable, agrees to pay to the U.S. Administrative Agent for the account of each of the Banks a letter of credit fee with respect to the Letters U.S. Facility and the Canadian Administrative Agent with respect to the Canadian Facility, for the pro rata account of each Revolving Loan Lender that has a Percentage greater than zero in respect of the applicable Revolving Loan Commitment Amount under such Facility, a Letter of Credit fee in an amount per annum equal to the then effective Applicable Margin per annum for Revolving Loans maintained as Eurodollar Loans, multiplied by the Stated Amount of the average daily maximum amount available to be drawn of the outstanding Letters each such Letter of Credit, computed on a quarterly basis in arrears on the last Business Day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit such fees shall be due and being payable quarterly in arrears on each Quarterly Payment Date following the last Business Day date of each calendar quarter during which Letters issuance of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued applicable to such Revolving Loan Commitment Amount and on the applicable Revolving Loan Commitment Termination Date. Each Borrower further agrees to pay to the applicable Issuer under such Facility (subject to the proviso to this sentence) quarterly in arrears on each Quarterly Payment Date following the date of each issuance and extension of each Letter of Credit issued or extended by such Issuer and on the Issuing Bank applicable Revolving Loan Commitment Termination Date, a facing fee in an amount equal to .1251/8 of 1% per annum of on the face amount (or increased face amount, as the case may be) Stated Amount of such Letter of Credit. Such ; provided that, if on the date any Letter of Credit fronting is issued and on each anniversary thereof the facing fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which would accrue with respect to such Letter of Credit is outstanding, commencing on over the first such quarterly date to occur after succeeding 365 days (assuming such Letter of Credit is issued, through the Revolving Termination Date would remain undrawn until its Stated Expiry Date) would be less than $500 (or Cdn$500 with respect to any Canadian Letters of Credit denominated in Canadian Dollars), such later date upon which Borrower shall pay such Issuer a facing fee of $500 (or Cdn$500 with respect to any Canadian Letters of Credit denominated in Canadian Dollars) with respect to such Letter of Credit shall expire), with the final payment to be made in advance on the Revolving Termination Date (date of such issuance or such later expiration date). (c) The Company shall anniversary. In addition to the fees described in the preceding two sentences of this Section 3.3.3, each Borrower agrees to pay to the Issuing Bank from time each Issuer under its respective Facility its customary processing fees for issuing, modifying and making payment under each Letter of Credit issued by such Issuer to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effectsuch Borrower.

Letter of Credit Fees. (a) The Company Borrower shall pay (i) to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin for Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the Issuing Bank, for its own account, a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 during any year, and (iii) to the Issuing Bank, for its own account, its standard and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall each year will be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees will be payable on the Revolving Termination Date (or and any such later date upon which fees accruing after the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay will be payable on demand. Any other fees payable to the Issuing Bank a letter of credit pursuant to this Section 3.05(b) will be payable within 10 days after demand. All participation fees and fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall fees will be due and payable quarterly in arrears computed on the last Business Day basis of each calendar quarter during which such Letter a year of Credit is outstanding, commencing on 360 days and will be payable for the actual number of days elapsed (including the first such quarterly date to occur after such Letter of Credit is issued, through day but excluding the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration datelast day). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company shall Each Borrower agrees to pay to the Administrative Agent in respect of each Letter of Credit the following fees (each, a “Letter of Credit Fee”) computed for the account period from and including the date of each issuance, extension or amendment of the Banks a letter such Letter of credit fee with respect Credit to the Letters expiry date of such Letter of Credit equal to the Applicable Margin per annum with respect to Letter of Credit Fees of the average daily maximum amount available to be drawn of the outstanding Letters under such Letter of Credit, computed on a quarterly basis which shall be for the accounts of the Revolving Credit Lenders in arrears on the last Business Day of each Marchaccordance with their respective Commitment Percentages; provided, Junehowever, September and December based upon Letters any Letter of Credit outstanding Fees otherwise payable for that quarter the account of a Delinquent Lender with respect to any Letter of Credit as calculated to which such Delinquent Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this §4 shall be payable, to the maximum extent permitted by applicable Law, to the Agentother Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable to such Letter of Credit pursuant to §2.12.1(d), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such letter Letter of credit fees Credit Fees shall be due and payable quarterly in arrears on the last first Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing (or portion thereof) for the immediately preceding calendar quarter and on the first such quarterly date Maturity Date. In addition, each Borrower agrees to occur after pay a fronting fee at the Closing Date, through rate per annum specified in the Revolving Termination Date (or such later date upon which Fee Letter of the outstanding Letters of Credit shall expire), with the final payment maximum amount available to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of drawn under such Letter of Credit. Such Letter of Credit fronting fee , which shall be due for the account of the L/C Issuer and which shall be payable quarterly in arrears on the last first Business Day of each calendar quarter during which such (or portion thereof) for the immediately preceding calendar quarter and on the Maturity Date. In respect of each Letter of Credit is outstandingCredit, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit each Borrower shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall also pay to the Issuing Bank L/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 L/C Issuer's customary issuance, amendment, negotiation or document examination and other administrative fees as in effect from time to time on demand the normal issuance, presentation, amendment time. Such customary fees and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effectcharges are due and payable on demand and are nonrefundable.

Letter of Credit Fees. (a) The Company shall agrees to pay to the Administrative Agent a Letter of Credit fee in Dollars, for the account of the Issuing Lender and the Participating Lenders, on the daily outstanding amount available to be drawn under each of the Banks a letter of credit fee with respect to the Letters Letter of Credit at a rate per annum equal to the Applicable Margin for Term Benchmark Loans in effect on such day, whether or not there are any such Term Benchmark Loans outstanding at such time, payable in arrears, on the first Business Day after the last day of each fiscal quarter of the Company and on the Revolving Credit Termination Date. (b) In addition, notwithstanding the specification of any inconsistent fronting or other similar fee contained in any L/C Application, the Company shall pay to the Issuing Lender (solely for its own account as Issuing Lender of such Letter of Credit and not on account of its L/C Participating Interest therein) with respect to each Letter of Credit, during the period from and including the Closing Date to the Revolving Credit Termination Date and on the Revolving Credit Termination Date, (i) a fronting fee equal to 0.125% per annum of times the average daily maximum amount available to be drawn of the outstanding Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of under such Letter of Credit; and (ii) the Issuing Lender’s standard documentary, processing, administrative, issuance, amendment and negotiation fees and out of pocket expenses only, in connection with Letters of Credit. Such Letter of Credit fronting fee Any such fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur Business Day after such Letter the last day of Credit is issued, through each fiscal quarter of the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made Company and on the Revolving Credit Termination Date. Any such fees accruing after the Revolving Credit Termination Date (or such later expiration date). (c) The Company shall pay be payable on demand. Any other fees, costs and expenses payable to the Issuing Bank from time Lender pursuant to time on this paragraph shall be payable within ten (10) days after demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of by the Issuing Bank relating to letters of credit as from time to time in effectLender.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each applicable Issuing Bank a quarterly basis fronting fee, which shall accrue at the rate equal to the greater of (A) $750 and (B) 0.25% per annum (or such other rate as may be agreed to with such Issuing Bank) on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in arrears on no event shall such fee be less than $750.00 during any quarter unless no LC Exposure existed at any time during such quarter and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the such last Business Day of each calendar quarter during which Letters of Credit are outstandingDay, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or such later date upon which the outstanding Letters of Credit shall expire366 days in a leap year), with and shall be payable for the final payment to be made on actual number of days elapsed (including the Revolving Termination Date (or such later expiration datefirst day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to SOFR Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Xxxxxx’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date (or and any such later date upon which fees accruing after the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (bshall be payable on demand. During the continuation of an Event of Default, the fees payable pursuant to this Section 3.05(b) The Company shall pay increase by 2.00% per annum over the then-applicable rate. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a letter year of credit 360 days, unless such computation would exceed the Highest Lawful Rate, in which case participation and fronting fee for each Letter fees shall be computed on the basis of Credit Issued by the Issuing Bank equal to .125% per annum a year of the face amount 365 days (or increased face amount366 days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Term Benchmark Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each applicable Issuing Bank a quarterly basis fronting fee, which shall accrue at the rate equal to the greater of (A) $750 and (B) 0.25% per annum (or such other rate as may be agreed to with such Issuing Bank) on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in arrears on no event shall such fee be less than $750.00 during any quarter unless no LC Exposure existed at any time during such quarter and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the such last Business Day of each calendar quarter during which Letters of Credit are outstandingDay, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or such later date upon which the outstanding Letters of Credit shall expire366 days in a leap year), with and shall be payable for the final payment to be made on actual number of days elapsed (including the Revolving Termination Date (or such later expiration datefirst day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (ai) The Company Borrowers agree to pay to the Administrative Agent for the pro rata benefit of the Lenders a per annum letter of credit fee for each Letter of Credit issued hereunder in an amount equal the Applicable Margin then in effect for Eurodollar Rate Advances times the average daily amount available to be drawn under such Letter of Credit; provided that if (A) after acceleration of the Obligations, (B) a payment default under Section 7.01(a) or (C) upon the request of the Required Lenders at any time on or after the occurrence and continuance of any Event of Default, the Borrowers shall pay to the Administrative Agent for the account of each pro rata benefit of the Banks Lenders a per annum letter of credit fee with respect to the Letters for each Letter of Credit issued hereunder in an amount equal to the Applicable Margin per annum of Default Rate times the average daily maximum amount available to be drawn of the outstanding Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of each March, June, September and December based upon Letters under such Letter of Credit outstanding for that quarter as calculated to the fullest extent permitted by the AgentLegal Requirements. Such letter of credit The fees required under this clause (i) shall be due and payable quarterly in arrears on the last Business Day day of each calendar quarter during which Letters of Credit are outstandingMarch, June, September, and December, commencing on the first such quarterly date to occur after the Closing DateMarch 31, 2021, and continuing thereafter through and including the Revolving Commitment Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date)Date. (bii) The Company shall Borrowers agree to pay to the Issuing Bank Bank, a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank issued hereunder in an amount equal to .125the greater of (A) 0.25% per annum times on the undrawn amount of the face amount (or increased face amount, as the case may be) of any such Letter of Credit. Such outstanding Letter of Credit fronting fee and (B) $500. The fees required under this clause (ii) shall be due and payable quarterly in arrears on the last Business Day day of each calendar quarter during which such Letter of Credit is outstandingMarch, June, September, and December, commencing on the first such quarterly date to occur after such Letter of Credit is issuedMarch 31, 2021, and continuing thereafter through and including the Revolving Commitment Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date)Date. (ciii) The Company shall In addition, the Borrowers agree to pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard all customary transaction costs and charges, of fees charged by the Issuing Bank relating in connection with the issuance of a Letter of Credit for the Borrowers’ account, such costs and fees to letters be due and payable on the date specified by the Issuing Bank in the invoice for such costs and fees (which date shall not be any earlier than fifteen (15) days following receipt of credit as from time to time in effectsuch invoice).

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of .125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third (3) Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Effective Date, through ; provided that all such fees shall be payable on the Revolving Termination Date (or such later date upon on which the outstanding Letters of Credit Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall expire), with the final payment be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be made payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the Revolving Termination Date basis of a year of 360 days and shall be payable for the actual number of days elapsed (or such later expiration dateincluding the first day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company shall pay (i) to the Administrative Agent for the account of each of the Banks Bank a letter of credit fee with respect to the Letters of Credit commission at a rate per annum equal to the Applicable Margin per annum of for Term Benchmark Advances on the average daily maximum aggregate undrawn amount available of each Letter of Credit during the period from the date of issuance thereof until the date on which such Bank ceases to have any LC Exposure; provided, that no Defaulting Bank shall be drawn entitled to receive any commission in respect of Letters of Credit for any period during which that Bank is a Defaulting Bank (and the Company shall not be required to pay such commission to that Defaulting Bank but shall pay such commission in the manner and to the extent set forth in Section ‎2.07), and (ii) directly to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Company and such Issuing Bank, on the average daily amount of the LC Exposure with respect to outstanding Letters of Credit, computed Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of termination of the Commitments and the date on a quarterly basis which there ceases to be any LC Exposure in arrears on the last Business Day respect of each March, June, September and December based upon Letters of Credit outstanding for that quarter issued by such Issuing Bank, as calculated by well as such Issuing Bank’s standard fees with respect to the Agentissuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Such letter Letter of credit commission and fronting fees accrued through and including each Quarterly Date shall be due and payable quarterly in arrears on the last fifteenth day following such Quarterly Date (or, if later, within three Business Day of each calendar quarter during which Letters of Credit are outstandingDays after the Company receives an invoice therefor from the Administrative Agent), commencing on the first such quarterly date to occur after the Closing Effective Date, through ; provided that all such fees shall be payable on the Revolving Termination Date (or such later date upon on which the outstanding Letters of Credit Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall expire), with the final payment be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be made payable within 10 days after written demand. All participation fees and fronting fees shall be computed on the Revolving Termination Date basis of a year of 360 days and shall be payable for the actual number of days elapsed (or such later expiration dateincluding the first day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender (other than a letter of credit Defaulting Lender except as provided in Section 4.05(a)(iii)(B)) a participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the applicable Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, and (iii) to the applicable Issuing Bank, for its own account, its standard fees with respect to the amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third (3rd) Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or such later date upon which the outstanding Letters of Credit shall expire366 days in a leap year), with and shall be payable for the final payment to be made on actual number of days elapsed (including the Revolving Termination Date (or such later expiration datefirst day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the Termination Date and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date (or and any such later date upon which fees accruing after the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within ten days after demand. All participation fees and fronting fees shall be computed on the basis of a letter year of credit fronting fee for each Letter 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of Credit Issued by the Issuing Bank equal to .125% per annum a year of the face amount 365 days (or increased face amount366 days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (ai) The Company shall Borrower agrees to pay to the Administrative Agent for the account pro rata benefit of each of the Banks LC Lender a letter of credit fee with respect to the Letters (“Letter of Credit Fee”) at a per annum rate equal to the Applicable Margin per annum of Eurodollar Rate for a one-month Interest Period plus 5.50%. Each such fee shall be based on the average daily maximum amount available to be drawn under such Letter of Credit from the date of issuance of the outstanding Letters Letter of Credit, computed on a Credit until its expiration date and shall be payable quarterly basis in arrears on the last Business Day of each March, June, September and December based upon until the earlier of its expiration date or the Maturity Date. Notwithstanding the foregoing, no Letter of Credit Fee shall accrue on any Defaulting Lender’s Pro Rata Share of the such Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees and no Defaulting Lender shall be due paid a Letter of Credit Fee hereunder while it is a Defaulting Lender. (ii) In the event that either (A) the Issuing Bank (or any of its Affiliates) is not an LC Lender hereunder or (B) the Issuing Bank (or any of its Affiliates) is not the sole LC Lender hereunder, the Borrower agrees to pay to the Administrative Agent for the benefit of the Issuing Bank, a fronting fee for each Letter of Credit issued or outstanding after such occurrence for its account equal to the greater of (y) $500.00 and (z) 0.25% per annum of the amount available for drawing of such Letter of Credit. Each such fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters March, June, September and December until the earlier of Credit are outstanding, commencing on its expiration date or the first such quarterly date to occur after the Closing Maturity Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (biii) The Company shall In addition, the Borrower agrees to pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued all customary transaction costs and fees charged by the Issuing Bank equal to .125% per annum in connection with the issuance, amendment, renewal or extension of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such a Letter of Credit fronting fee shall or processing of drawings thereunder, such costs and fees to be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to specified by the Issuing Bank from time to time on demand in the normal issuance, presentation, amendment and other processing fees, and other standard invoice for such costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effectfees.

Letter of Credit Fees. (ai) The Company Borrowers agree to pay, on a joint and several basis, to the Issuing Bank a fee on the stated amount (reduced by the amount of any draws) of any outstanding Letters of Credit from the date of issuance through and including the expiration date of each such Letter of Credit at a rate of one eighth of one percent (0.125%) per annum, which fee shall be computed on the basis of a year of 365/366 days for the actual number of days elapsed, shall be payable quarterly in arrears on the last day of each fiscal quarter (provided, that if such day is not a Business Day, such Letters of Credit shall be payable on the next succeeding Business Day), and shall be fully earned when due and non-refundable when paid. (ii) The Borrowers agree to pay, on a joint and several basis, to the Administrative Agent on behalf of the Lenders having a Revolving Loan Commitment in accordance with their respective Commitment Ratios for the Revolving Loans (and the Administrative Agent shall promptly pay to the Agent for Lenders having a Revolving Loan Commitment), a fee on the account stated amount (reduced by the amount of each any draws) of the Banks a letter of credit fee with respect to the any outstanding AMT Letters of Credit for each day from the date of issuance thereof through the expiration date for each such Letter of Credit at a rate equal to the Applicable Margin per annum for LIBOR Advances under the Revolving Loan Commitments. The Borrowers agree to pay, on a joint and several basis, to the Administrative Agent on behalf of the average daily maximum Lenders having an SSI Revolving Loan Commitment in accordance with their respective Commitment Ratios for the SSI Revolving Loans (and the Administrative Agent shall promptly pay to the Lenders having an SSI Revolving Loan Commitment), a fee on the stated amount available to be drawn (reduced by the amount of the any draws) of any outstanding SSI Letters of Credit, Credit for each day from the date of issuance thereof through the expiration date for each such Letter of Credit at a rate equal to the Applicable Margin for LIBOR Advances under the SSI Revolving Loan Commitments. Such Letter of Credit fees shall be computed on the basis of a year of 365/366 days for the actual number of days elapsed, shall be payable quarterly basis in arrears for each quarter on the last Business Day of each Marchfiscal quarter commencing on December 31, June2005, September and December based upon Letters shall be fully earned when due and non-refundable when paid. The Letter of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees fee set forth in this Section 2.4(b)(ii) shall be due subject to increase and payable quarterly in arrears decrease on the last Business Day dates and in the amounts set forth in Section 2.3(f)(i) hereof in the same manner as the adjustment of each calendar quarter during which Letters the Applicable Margin with respect to LIBOR Advances upon satisfaction of Credit are outstandingthe requirements set forth in Section 2.3(f)(i) hereof. In addition, commencing on the first such quarterly payment date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by fees following the Issuing Bank equal to .125% per annum Combination Date, the payment of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee fees hereunder shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such include, without duplication, all Letter of Credit is outstanding, commencing on fees accrued under the first such quarterly date to occur after such Letter of Credit is issued, through AMT Loan Agreement and the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay SSI Loan Agreement prior to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effectCombination Date but unpaid.”

Letter of Credit Fees. (a) The Company shall Borrower agrees to pay to the Administrative Agent in respect of each Letter of Credit the following fees (each, a “Letter of Credit Fee”) computed for the account period from and including the date of each issuance, extension or amendment of the Banks a letter such Letter of credit fee with respect Credit to the Letters expiry date of such Letter of Credit equal to the Applicable Margin per annum with respect to Letter of Credit Fees of the average daily maximum amount available to be drawn of the outstanding Letters under such Letter of Credit, computed on a quarterly basis which shall be for the accounts of the Revolving Credit Lenders in arrears on the last Business Day of each Marchaccordance with their respective Commitment Percentages; provided, Junehowever, September and December based upon Letters any Letter of Credit outstanding Fees otherwise payable for that quarter the account of a Delinquent Lender with respect to any Letter of Credit as calculated to which such Delinquent Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this §4 shall be payable, to the maximum extent permitted by applicable Law, to the Agentother Lenders in accordance with the upward adjustments in their respective Commitment Percentages allocable to such Letter of Credit pursuant to §2.11.1(d), with the balance of such fee, if any, payable to the L/C Issuer for its own account. Such letter Letter of credit fees Credit Fees shall be due and payable quarterly in arrears on (i) 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 Closing Date, through the Revolving Termination Date (or portion thereof) for such later date upon which calendar quarter and (ii) the outstanding Letters Maturity Date. In addition, the Borrower agrees to pay a fronting fee at the rate per annum specified in the Fee Letter of Credit shall expire), with the final payment maximum amount available to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of drawn under such Letter of Credit. Such Letter of Credit fronting fee , which shall be due for the account of the L/C Issuer and which shall be payable quarterly in arrears on (i) the last Business Day of each calendar quarter during which (or portion thereof) for such calendar quarter and (ii) the Maturity Date. In respect of each Letter of Credit is outstandingCredit, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit Borrower shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall also pay to the Issuing Bank L/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 L/C Issuer’s customary issuance, amendment, negotiation or document examination and other administrative fees as in effect from time to time on demand the normal issuance, presentation, amendment time. Such customary fees and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effectcharges are due and payable on demand and are nonrefundable.

Letter of Credit Fees. The Borrowers agree to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed which shall accrue at a rate per annum equal to the margin over the Adjusted LIBO Rate applicable to interest on a quarterly basis in arrears Eurodollar Loans on the average daily amount of such Lender's PRO RATA share of the Letter of Credit Usage (excluding any portion attributable to unreimbursed drawings) during the period from and including the Closing Date to but excluding the later of the date on which such Lender's Revolving Credit Commitment terminates and the date on which such Lender ceases to have any share of the Letter of Credit Usage, and (ii) an issuance fee and other related fees charged by the Administrative Agent for transactions of this nature as set forth on SCHEDULE 2.20 hereto (as such Schedule may be amended from time to time) payable to the Administrative Agent for its own account at its Domestic Lending Office in immediately available funds. Participation fees and other fees accrued through and including the last day of September, December, March and June of each year shall be payable on the first Business Day of following each Marchsuch period, Junecommencing July 1, September and December based upon Letters of Credit outstanding for 1999; PROVIDED that quarter as calculated by the Agent. Such letter of credit all such fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during date on which Letters of the Revolving Credit are outstanding, commencing Commitment terminates and any such fees accruing after the date on which the Revolving Credit Commitment terminates shall be payable on demand. Any other fees payable to the Administrative Agent pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first such quarterly date to occur after day but excluding the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration datelast day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (ai) The Company shall agrees to pay directly to the Agent applicable Issuing Bank for the its own account of each of the Banks a letter of credit fee fronting fee, in Dollars, with respect to the Letters each Letter of Credit equal to issued by such Issuing Bank from the Applicable Margin per annum date of issuance through and including the average expiration date of each such Letter of Credit at a rate agreed in writing between the Company and such Issuing Bank, which fee shall be computed on the daily maximum amount available to be drawn under such Letter of the outstanding Letters of Credit, computed on a quarterly basis in arrears Credit on the last Business Day basis of each Marcha year of 365/366 days for the actual number of days elapsed, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last third Business Day after the end of each calendar fiscal quarter during which Letters of Credit are outstandingcommencing December 31, commencing 2021, on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount Expiration Date and thereafter on demand (or increased face amountprovided, as the case may be) of that if such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last day is not a Business Day of each calendar quarter during which Day, such Letter of Credit is outstanding, commencing fee shall be payable on the first such quarterly date next Business Day), and shall be fully earned when due and non-refundable when paid. For purposes of computing the daily amount available to occur after such be drawn under any Letter of Credit is issuedCredit, through the Revolving Termination Date (or such later date upon which amount of such Letter of Credit shall expire)be determined in accordance with Section 1.5. In addition, with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay directly to the applicable Issuing Bank from time to time on demand for its own account the normal customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the such Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. (ii) The Company agrees to pay to the Administrative Agent on behalf of the Lenders having a Revolving Loan Commitment in accordance with their respective Commitment Ratios for the Revolving Loans (and the Administrative Agent shall promptly pay to the Lenders having a Revolving Loan Commitment), a fee (the “Letter of Credit Fee”), in Dollars, on the stated amount (reduced by the amount of any draws) of any outstanding Letters of Credit for each day from the date of issuance thereof through the expiration date for each such Letter of Credit at a rate equal to the Applicable Margin for LIBOR Advances under the Revolving Loan Commitments; provided, however, that (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 or the Company has not provided Cash Collateral reasonably satisfactory to the Issuing Bank pursuant to Section 2.15(a) shall be payable, to the maximum extent permitted by Applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Ratios allocable to such Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such fee, if any, payable to the applicable Issuing Bank for its own account and (y) no Letter of Credit Fees shall accrue or be payable under an outstanding Letter of Credit to the extent that the Company has provided Cash Collateral sufficient to eliminate the applicable Fronting Exposure of a 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 1.5. Such Letter of Credit Fee shall be computed on the basis of a year of 365/366 days for the actual number of days elapsed, shall be payable quarterly in arrears for each quarter on the third Business Day after the end of each fiscal quarter commencing December 31, 2021, on the Letter of Credit Expiration Date and thereafter on demand, and shall be fully earned when due and non-refundable when paid. The Letter of Credit Fee set forth in this Section 2.4(b)(ii) shall be subject to increase and decrease on the dates and in the amounts set forth in Section 2.3(f)(i) hereof in the same manner as the adjustment of the Applicable Margin with respect to LIBOR Advances. Notwithstanding anything to the contrary contained herein, upon the request of the Majority Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. (ai) The Company EnergySolutions shall pay to the Administrative Agent for the account of each Revolving Lender a commission on such Revolving Lender’s Pro Rata Share of the Banks a letter average daily aggregate Available Amount of credit fee with respect to the all Revolving Letters of Credit outstanding from time to time at a rate per annum equal to the Applicable Margin per annum of for Eurodollar Option Loans under the average daily maximum amount available Revolving Commitments in effect from time to be drawn of the outstanding Letters of Credittime, computed on a quarterly basis if any, payable in arrears quarterly on the last Business Day of each Marchcalendar quarter, Junecommencing on September 30, September 2006, and December based upon Letters on the Revolving Maturity Date and thereafter from time to time on demand, shall be fully earned when due, and shall be non-refundable when paid. (ii) EnergySolutions shall pay to the Revolving Issuing Bank, for its own account, a Revolving Letter of Credit outstanding for that quarter as calculated by the Agent. Such letter fronting fee in respect of credit fees shall be due and each Revolving Letter of Credit, payable quarterly in arrears quarterly 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 Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made and on the Revolving Termination Date (or Maturity Date, of such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Revolving Letter of Credit Issued by the Issuing Bank equal to .125Credit, computed at 0.25% per annum of the face amount (or increased face amount, as the case may be) of such Revolving Letter of Credit, and shall also pay to the Revolving Issuing Bank customary commissions, issuance fees, fronting fees, transfer fees and other fees and charges in connection with the issuance, administration, amendment, payment and negotiation of each Revolving Letter of Credit. Such EnergySolutions shall pay to the Synthetic Issuing Bank, for its own account, a Synthetic Letter of Credit fronting fee shall be due and in respect of each Synthetic Letter of Credit, payable quarterly in arrears quarterly on the last Business Day of each calendar quarter during which and on the Synthetic Letter of Credit Maturity Date, of such Synthetic Letter of Credit, computed at 0.25% per annum of the face amount of such Letter of Credit is outstandingCredit, commencing on and shall also pay to the first such quarterly date to occur after such Synthetic Issuing Bank customary commissions, issuance fees, fronting fees, transfer fees and other fees and charges in connection with the issuance, administration, amendment, payment and negotiation of each Synthetic Letter of Credit. Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit commissions shall expire), with the final payment to be made computed on the Revolving Termination Date (or such later expiration date)basis of a year of 360 days for the actual number of days elapsed. (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each Letter of the Banks Credit Lender a letter of credit participation fee with respect to the its participations in Letters of Credit which shall accrue at a rate per annum equal to the Applicable Margin per annum of applicable to interest on Tranche A Eurodollar Loans, on the average daily maximum amount available to be drawn of the outstanding Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Credit Lender’s Letter of Credit fronting fee shall be due Exposure (excluding any portion thereof attributable to unreimbursed Letter of Credit Disbursements) during the period from and payable quarterly in arrears including the Closing Date to but excluding the later of the date on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Lender’s Letter of Credit is issued, through Commitment terminates and the Revolving Termination Date (or such later date upon on which such Letter of Credit Lender ceases to have any Letter of Credit Exposure, (ii) to each Issuing Lender a letter of credit commitment fee (“Letter of Credit Commitment Fee”) which shall expire)accrue at a rate per annum equal to 0.75% on the average daily unused amount of such Letter of Credit Lender’s Letter of Credit Commitment during the period from and including the Closing Date to but excluding the date each such Letter of Credit Commitment terminates, (iii) to each DSR Issuing Lender, an amendment fee of $300.00 for each amendment to a DSR Letter of Credit issued by such DSR Issuing Lender and (iv) such other fees in such amounts and payable as such times as may be separately agreed with the final payment to be made on Borrower (including, for the Revolving Termination Date (or such later expiration date). (c) The Company shall pay avoidance of doubt, any fronting fees to the extent that an Issuing Bank from time Lender fronts for Letter of Credit Lenders other than itself); provided that any such fees accruing after the date on which the applicable Class of Letter of Credit Commitments terminate shall be payable on demand. Any other fees payable to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the any Issuing Bank relating Lender pursuant to letters of credit as from time to time in effectthis paragraph shall be payable within 10 days after demand.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the its participations in Letters of Credit equal to (the "LC Participation Fee"), which shall accrue at the Applicable Margin per annum of Fee Rate on the average daily maximum amount available of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be drawn any LC Exposure, as well as each Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of the outstanding Letters any Letter of Credit, computed on a quarterly basis in arrears on Credit or processing of drawings thereunder. LC Participation Fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through ; provided that all such fees shall be payable on the Revolving Facility Termination Date (or and any such later fees accruing after the date upon on which the outstanding Letters of Credit Commitments terminate shall expire), with the final payment be payable on demand. Any other fees payable to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the an Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal pursuant to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee this paragraph shall be due and payable quarterly in arrears on the last Business Day promptly upon receipt of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date)an invoice therefor. (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing Bank, provided that (A) in no event shall such fee be less than $125 during any quarter and (B) if the expiration date of the Letter of Credit is less than one year after its date of issuance and the aggregate fronting fee otherwise payable through its expiration would be less than $500, then the Borrower shall pay to the Issuing Bank $500 upon the issuance of such Letter of Credit in lieu of the fronting fee otherwise payable, and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year, shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Effective Date, through ; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 365 days (or such later date upon which the outstanding Letters of Credit shall expire366 days in a leap year), with and shall be payable for the final payment to be made on actual number of days elapsed (including the Revolving Termination Date (or such later expiration datefirst day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. Subject to Section 3.05(d) below, the Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Term Benchmark Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the Issuing Bank, for its own account, a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily stated amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date (or and any such later date upon which fees accruing after the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a letter year of credit fronting fee for each Letter 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of Credit Issued by the Issuing Bank equal to .125% per annum a year of the face amount 365 days (or increased face amount366 days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The In lieu of any letter of credit commissions and fees provided for in any Commercial L/C Application or Standby L/C Application (other than standard administration, amendment, transfer and negotiation fees referred to in clause (c) below), the Company shall agrees to pay to the Agent Administrative Agent, for the account of each of the Banks a letter of credit fee relevant Issuing Lender and the Participating Lenders in accordance with their respective Commitment Percentages, (i) with respect to the Letters Standby L/Cs, a non-refundable Letter of Credit fee computed at a rate per annum equal to the Applicable Margin per annum of L/C Fee Percentage from time to time in effect on the average daily maximum amount from time to time available to be drawn of under all outstanding Standby L/Cs during the outstanding Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of each March, June, September and December based upon Letters of Credit outstanding period for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstandingpayment is made, commencing on the first such respective dates of issuance thereof until the last day a drawing may be made thereunder, payable quarterly in advance commencing on the date of opening of each Standby L/C and thereafter on each Interest Payment Date for ABR Loans and (ii) with respect to occur after the Closing Dateeach Commercial L/C, through the Revolving Termination Date (or such later date upon which the outstanding Letters a non-refundable Letter of Credit shall expire)fee equal to .25 of 1% of the amount drawn on such Commercial L/C from time to time, with the final payment to be made on the Revolving Termination Date (or such later expiration date)payable upon each drawing thereon. (b) The Company shall pay In addition to the fees set forth in subsection 3.3(a), the Company agrees to pay each Issuing Bank Lender, for such Issuing Lender's own account, (i) with respect to Standby L/Cs, a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank fee equal to .125.175 of 1% per annum of the face amount (or increased face amount, as from time to time available to be drawn under all outstanding Standby L/Cs issued by it during the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during period for which such Letter of Credit payment is outstandingmade, commencing on the first such respective dates of issuance thereof until the last day a drawing may be made thereunder, payable quarterly in advance commencing on the date of opening each Standby L/C and thereafter on each Interest Payment Date for ABR Loans and (ii) with respect to occur after such each Commercial L/C, a non-refundable Letter of Credit is issued, through fee equal to .0625 of 1% of the Revolving Termination Date (or face amount of such later date Commercial L/C payable upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date)issuance thereof. (c) The Company shall agrees to pay to each Issuing Lender for its own account the customary administration, amendment, transfer and negotiation fees charged by such Issuing Bank from time to time on demand the normal issuance, presentation, amendment Lender in connection with its issuance and other processing fees, and other standard costs and charges, administration of the Issuing Bank relating to letters Letters of credit as from time to time in effectCredit.

Letter of Credit Fees. (ai) The Company shall Borrower agrees to pay directly to the Agent applicable Issuing Bank for the its own account of each of the Banks a letter of credit fronting fee with respect to the Letters each Letter of Credit equal to issued by such Issuing Bank from the Applicable Margin per annum date of issuance through and including the average expiration date of each such Letter of Credit at a rate agreed in writing between the Borrower and such Issuing Bank, which fee shall be computed on the daily maximum amount available to be drawn under such Letter of the outstanding Letters of Credit, computed on a quarterly basis in arrears Credit on the last Business Day basis of each Marcha year of 365/366 days for the actual number of days elapsed, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day day of each calendar fiscal quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing DateMarch 31, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire)2012, with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount Expiration Date and thereafter on demand (or increased face amountprovided, as the case may be) of that if such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last day is not a Business Day of each calendar quarter during which Day, such Letter of Credit is outstanding, commencing fee shall be payable on the first such quarterly date next Business Day), and shall be fully earned when due and non-refundable when paid. For purposes of computing the daily amount available to occur after such be drawn under any Letter of Credit is issuedCredit, through the Revolving Termination Date (or such later date upon which amount of such Letter of Credit shall expire)be determined in accordance with Section 1.5. In addition, with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company Borrower shall pay directly to the applicable Issuing Bank from time to time on demand for its own account the normal customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the such Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. (ii) The Borrower agrees to pay to the Administrative Agent on behalf of the Lenders having a Revolving Loan Commitment in accordance with their respective Commitment Ratios for the Revolving Loans (and the Administrative Agent shall promptly pay to the Lenders having a Revolving Loan Commitment), a fee (the “Letter of Credit Fee”) on the stated amount (reduced by the amount of any draws) of any outstanding Letters of Credit for each day from the date of issuance thereof through the expiration date for each such Letter of Credit at a rate equal to the Applicable Margin for LIBOR Advances under the Revolving Loan Commitments; provided, however, that (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 or the Borrower has not provided Cash Collateral reasonably satisfactory to the Issuing Bank pursuant to Section 2.15(a) shall be payable, to the maximum extent permitted by Applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Ratios allocable to such Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such fee, if any, payable to the applicable Issuing Bank for its own account and (y) no Letter of Credit Fees shall accrue or be payable under an outstanding Letter of Credit to the extent that the Borrower has provided Cash Collateral sufficient to eliminate the applicable Fronting Exposure of a 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 1.5. Such Letter of Credit Fee shall be computed on the basis of a year of 365/366 days for the actual number of days elapsed, shall be payable quarterly in arrears for each quarter on the last Business Day of each fiscal quarter commencing on March 31, 2012, on the Letter of Credit Expiration Date and thereafter on demand, and shall be fully earned when due and non-refundable when paid. The Letter of Credit Fee set forth in this Section 2.4(b)(ii) shall be subject to increase and decrease on the dates and in the amounts set forth in Section 2.3(f)(i) hereof in the same manner as the adjustment of the Applicable Margin with respect to LIBOR Advances upon satisfaction of the requirements set forth in Section 2.3(f)(i) hereof. Notwithstanding anything to the contrary contained herein, upon the request of the Majority 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 Borrower shall pay with respect to each Letter of Credit (i) to the Administrative Agent for the account of each the applicable Issuing Lender a fee calculated (on the basis of the Banks actual number of days elapsed over a letter year of credit fee with respect to 360 days) at the Letters of Credit per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility on the daily average LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to such Letter of Credit and (ii) to each Issuing Lender (with respect to each Letter of Credit issued by it), such Issuing Lender’s customary and reasonable fees as may be agreed by the Issuing Lender and the Borrower for issuance, amendments and processing referred to in Section 2.02. In addition, the Borrower agrees to pay each Issuing Lender for its account a fronting fee of 0.125% per annum, up to a maximum amount of $1,000 per annum of the average daily maximum amount available to be drawn of the outstanding Letters per Letter of Credit, computed on a in respect of each Letter of Credit issued by such Issuing Lender, for the period from and including the date of issuance of such Letter of Credit to and including the date of termination of such Letter of Credit. Accrued fees described in this paragraph in respect of each Letter of Credit shall be due and payable quarterly basis in arrears on the last Business Day of each March, June, September and December based upon Letters and on the Revolving Facility Termination Date with respect to the applicable Revolving Commitments. So long as no Event of Default has occurred, fees accruing on any Letter of Credit outstanding for that quarter as calculated by after the Agent. Such letter of credit fees applicable Revolving Facility Termination Date shall be due and payable quarterly in arrears the manner described in the immediately preceding sentence and on the last Business Day date of each calendar quarter during which Letters expiration or termination of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of any such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of Lender (other than a Defaulting Lender to the Banks extent set forth in Section 4.05) a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed which shall accrue at the same Applicable Margin used to determine the interest rate applicable to LIBOR Rate Loans (as such rate may be increased pursuant to Section 3.02(c)) on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements that has been funded by such Lender) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each applicable Issuing Bank a quarterly basis in arrears fronting fee, which shall accrue at the rate per annum agreed to between such Issuing Bank and Borrower on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the such last Business Day of each calendar quarter during which Letters of Credit are outstandingDay, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or such later date upon which the outstanding Letters of Credit shall expire366 days in a leap year), with and shall be payable for the final payment to be made on actual number of days elapsed (including the Revolving Termination Date (or such later expiration datefirst day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay: (ai) The Company shall pay to the Administrative Agent for the account of each Revolving Lender a Letter of Credit fee (the “Letter of Credit Fee”) with respect to such Revolving Lender’s participations in Letters of Credit, which shall accrue at the rate equal to the Letter of Credit Fee Percentage (as defined and determined in accordance with Section 2.06(d)) on the average daily Dollar Equivalent amount of such Revolving Lender’s Applicable Percentage of the Banks Letter of Credit Liabilities (excluding any portion thereof attributable to unreimbursed L/C Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Commitment terminates and the date on which such Revolving Lender ceases to have any Letter of Credit Liabilities; and (ii) to each Issuing Bank a letter fronting fee, which shall accrue at the rate of credit fee with respect 0.125% per annum on the average daily Dollar Equivalent amount of the Letter of Credit Liabilities (excluding any portion thereof attributable to unreimbursed L/C Disbursements) attributable to the Letters of Credit equal it has issued, during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any such Letter of Credit Liabilities, as well as each Issuing Bank’s standard fees with respect to the Applicable Margin per annum issuance, amendment, renewal or extension of the average daily maximum amount available to be drawn any of the outstanding Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of each March, June, September and December based upon its Letters of Credit outstanding for that quarter as calculated by the Agentor processing of drawings thereunder. Such letter Letter of credit Credit Fees and fronting fees accrued to each Interest Payment Date shall be due and payable quarterly in arrears on the last Dollars no more than five (5) Business Day of each calendar quarter during which Letters of Credit are outstandingDays after such Interest Payment Date, commencing on the first such quarterly date to occur after the Closing Effective Date, through ; provided that all such fees shall be payable on the Revolving Termination Date (or such later date upon on which the outstanding Letters of Credit Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall expire), with the final payment be payable on demand. Any other fees payable to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the an Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal pursuant to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Creditthis paragraph shall be payable within 10 Business Days after demand. Such Letter of Credit All participation fees and fronting fee shall be due computed based on a year of 360 days and shall be payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing Bank, provided that in no event shall such fee be less than $125 during any quarter, and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year, shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 365 days (or such later date upon which the outstanding Letters of Credit shall expire366 days in a leap year), with and shall be payable for the final payment to be made on actual number of days elapsed (including the Revolving Termination Date (or such later expiration datefirst day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (ai) The Company shall agrees to pay directly to the Agent applicable Issuing Bank for the its own account of each of the Banks a letter of credit fee fronting fee, in Dollars, with respect to the Letters each Letter of Credit equal to issued by such Issuing Bank from the Applicable Margin per annum date of issuance through and including the average expiration date of each such Letter of Credit at a rate agreed in writing between the Company and such Issuing Bank, which fee shall be computed on the daily maximum amount available to be drawn under such Letter of the outstanding Letters of Credit, computed on a quarterly basis in arrears Credit on the last Business Day basis of each Marcha year of 365/366 days for the actual number of days elapsed, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last third Business Day after the end of each calendar fiscal quarter during which Letters of Credit are outstandingcommencing December 31, commencing 2021, on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount Expiration Date and thereafter on demand (or increased face amountprovided, as the case may be) of that if such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last day is not a Business Day of each calendar quarter during which Day, such Letter of Credit is outstanding, commencing fee shall be payable on the first such quarterly date next Business Day), and shall be fully earned when due and non-refundable when paid. For purposes of computing the daily amount available to occur after such be drawn under any Letter of Credit is issuedCredit, through the Revolving Termination Date (or such later date upon which amount of such Letter of Credit shall expire)be determined in accordance with Section 1.5. In addition, with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay directly to the applicable Issuing Bank from time to time on demand for its own account the normal customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the such Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. (ii) The Company agrees to pay to the Administrative Agent on behalf of the Lenders having a Revolving Loan Commitment in accordance with their respective Commitment Ratios for the Revolving Loans (and the Administrative Agent shall promptly pay to the Lenders having a Revolving Loan Commitment), a fee (the “Letter of Credit Fee”), in Dollars, on the stated amount (reduced by the amount of any draws) of any outstanding Letters of Credit for each day from the date of issuance thereof through the expiration date for each such Letter of Credit at a rate equal to the Applicable Margin for LIBORTerm Rate Advances under the Revolving Loan Commitments; provided, however, that (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 or the Company has not provided Cash Collateral reasonably satisfactory to the Issuing Bank pursuant to Section 2.15(a) shall be payable, to the maximum extent permitted by Applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Ratios allocable to such Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such fee, if any, payable to the applicable Issuing Bank for its own account and (y) no Letter of Credit Fees shall accrue or be payable under an outstanding Letter of Credit to the extent that the Company has provided Cash Collateral sufficient to eliminate the applicable Fronting Exposure of a 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 1.5. Such Letter of Credit Fee shall be computed on the basis of a year of 365/366 days for the actual number of days elapsed, shall be payable quarterly in arrears for each quarter on the third Business Day after the end of each fiscal quarter commencing December 31, 2021, on the Letter of Credit Expiration Date and thereafter on demand, and shall be fully earned when due and non-refundable when paid. The Letter of Credit Fee set forth in this Section 2.4(b)(ii) shall be subject to increase and decrease on the dates and in the amounts set forth in Section 2.3(f)(i) hereof in the same manner as the adjustment of the Applicable Margin with respect to LIBORTerm Rate Advances. Notwithstanding anything to the contrary contained herein, upon the request of the Majority Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. (ai) The Company Borrowers shall pay to the Administrative Agent for the account of the Lenders, in accordance with their respective Revolving Commitment Ratios, a fee on the stated amount of each outstanding Letter of Credit for each day from the Date of Issue through the expiration date of each such Letter of Credit (whether such date is the stated expiration date of such Letter of Credit at the time of the Banks a letter original issuance thereof or the stated expiration date of credit fee with respect to the Letters such Letter of Credit upon any renewal thereof) at a rate per annum on the amount of the Letter of Credit Obligations equal to the Applicable Margin per annum in effect from time to time with respect to Eurodollar Advances plus, at all times when the Default Rate is in effect, 2.00%. Such Letter of Credit fee shall be computed for the actual number of days elapsed on the basis of a 365/366 day year, shall be payable monthly in arrears for each calendar month on the last day of such calendar month, commencing with the first calendar month beginning after the Agreement Date, and if then unpaid, on the Maturity Date (or the date of any earlier prepayment in full of the average daily maximum amount available Obligations arising under this Agreement and the other Loan Documents), and shall be fully earned when due and non-refundable when paid. (ii) The Borrowers shall also pay to be drawn the Administrative Agent, for the account of the outstanding Issuing Bank, (A) a fee on the stated amount of each Letter of Credit for each day from the Date of Issue through the stated expiration date of each such Letter of Credit (whether such date is the stated expiration date of such Letter of Credit at the time of the original issuance thereof or the stated expiration date of such Letter of Credit upon any renewal thereof) at a rate of one-eighth of one percent (0.125%) per annum, which fee shall be computed for the actual number of days elapsed on the basis of a 365/366 day year, and (B) any reasonable and customary fees charged by the Issuing Bank for issuance and administration of such Letters of Credit, computed on a quarterly basis which fees, in each case, shall be payable monthly in arrears on the last Business Day day of each Marchcalendar month for such calendar month, Junecommencing with the first calendar month beginning after the Agreement Date, September and December based upon Letters and, if then unpaid, on the Maturity Date (or the date of Credit outstanding for that quarter as calculated by any earlier prepayment in full of the AgentObligations). Such letter of credit The foregoing fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing feesfully earned when due, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effectnon-refundable when paid.

Letter of Credit Fees. (ai) The Company shall agrees to pay directly to the Agent applicable Issuing Bank for the its own account of each of the Banks a letter of credit fee fronting fee, in Dollars, with respect to the Letters each Letter of Credit equal to issued by such Issuing Bank from the Applicable Margin per annum date of issuance through and including the average expiration date of each such Letter of Credit at a rate agreed in writing between the Company and such Issuing Bank, which fee shall be computed on the daily maximum amount available to be drawn under such Letter of the outstanding Letters of Credit, computed on a quarterly basis in arrears Credit on the last Business Day basis of each Marcha year of 365/366 days for the actual number of days elapsed, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last third Business Day after the end of each calendar fiscal quarter during which Letters of Credit are outstandingcommencing March 31, commencing 2021, on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount Expiration Date and thereafter on demand (or increased face amountprovided, as the case may be) of that if such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last day is not a Business Day of each calendar quarter during which Day, such Letter of Credit is outstanding, commencing fee shall be payable on the first such quarterly date next Business Day), and shall be fully earned when due and non-refundable when paid. For purposes of computing the daily amount available to occur after such be drawn under any Letter of Credit is issuedCredit, through the Revolving Termination Date (or such later date upon which amount of such Letter of Credit shall expire)be determined in accordance with Section 1.5. In addition, with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay directly to the applicable Issuing Bank from time to time on demand for its own account the normal customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the such Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. (ii) The Company agrees to pay to the Administrative Agent on behalf of the Lenders having a Revolving Loan Commitment in accordance with their respective Commitment Ratios for the Revolving Loans (and the Administrative Agent shall promptly pay to the Lenders having a Revolving Loan Commitment), a fee (the “Letter of Credit Fee”), in Dollars, on the stated amount (reduced by the amount of any draws) of any outstanding Letters of Credit for each day from the date of issuance thereof through the expiration date for each such Letter of Credit at a rate equal to the Applicable Margin for LIBOR Advances under the Revolving Loan Commitments; provided, however, that (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 or the Company has not provided Cash Collateral reasonably satisfactory to the Issuing Bank pursuant to Section 2.15(a) shall be payable, to the maximum extent permitted by Applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Ratios allocable to such Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such fee, if any, payable to the applicable Issuing Bank for its own account and (y) no Letter of Credit Fees shall accrue or be payable under an outstanding Letter of Credit to the extent that the Company has provided Cash Collateral sufficient to eliminate the applicable Fronting Exposure of a 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 1.5. Such Letter of Credit Fee shall be computed on the basis of a year of 365/366 days for the actual number of days elapsed, shall be payable quarterly in arrears for each quarter on the third Business Day after the end of each fiscal quarter commencing March 31, 2021, on the Letter of Credit Expiration Date and thereafter on demand, and shall be fully earned when due and non-refundable when paid. The Letter of Credit Fee set forth in this Section 2.4(b)(ii) shall be subject to increase and decrease on the dates and in the amounts set forth in Section 2.3(f)(i) hereof in the same manner as the adjustment of the Applicable Margin with respect to LIBOR Advances. Notwithstanding anything to the contrary contained herein, upon the request of the Majority 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 shall Borrower agrees to pay to the Agent for the account of each of the Banks Revolving Loan Lenders that are Non-Defaulting Lenders a letter of credit fee with respect to the Letters of Credit at a rate per annum equal to the Applicable Margin per annum for LIBOR Loans that are Revolving Loans times the daily average Stated Amount of each Letter of Credit for the average daily maximum period from and including the date of issuance of such Letter of Credit (x) through and including the date such Letter of Credit expires or is terminated or (y) to but excluding the date such Letter of Credit is drawn in full. Notwithstanding the foregoing, during the continuance of an Event of Default, the foregoing Letter of Credit fees shall be payable at a rate equal to the amount available as calculated pursuant to the preceding sentence plus two percent (2%). The fees provided for in the immediately preceding sentence shall be drawn of the outstanding Letters of Credit, computed on a quarterly basis nonrefundable and payable in arrears on (i) the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by in each year, (ii) the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Revolving Loan Termination Date, through (iii) the date the Revolving Termination Date Loan Commitments are terminated or reduced to zero and (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (biv) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank thereafter from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating Lender. In addition, the Borrower shall pay to letters the Issuing Lender for its own account and not the account of credit as any Revolving Loan Lender, an issuance fee in respect of each Letter of Credit equal to the greater of (i) $1,500 or (ii) one eighth of one percent (0.125%) per annum on the initial Stated Amount of such Letter of Credit for the period from and including the date of issuance of such Letter of Credit (A) through and including the date such Letter of Credit expires or is terminated or (B) to but excluding the date such Letter of Credit is drawn in full. The fees provided for in the immediately preceding sentence shall be nonrefundable and payable upon issuance. The Borrower shall pay directly to the Issuing Lender from time to time on demand all commissions, charges, costs and expenses in the amounts customarily charged by the Issuing Lender from time to time in effectlike circumstances with respect to the issuance of each Letter of Credit, drawings, amendments and other transactions relating thereto.

Letter of Credit Fees. (a) The Company shall pay (i) to the Administrative Agent for the account of each of the Banks Bank a letter of credit fee with respect to the Letters of Credit commission at a rate per annum equal to the Applicable Margin per annum of on the average daily maximum aggregate undrawn amount available of each Letter of Credit during the period from the date of issuance thereof until the date on which such Bank ceases to be drawn have any LC Exposure, and (ii) directly to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Company and such Issuing Bank, on the average daily amount of the LC Exposure with respect to outstanding Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of each March, June, September and December based upon Fronted Letters of Credit outstanding for that quarter (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of termination of the Commitments and the date on which there ceases to be any LC Exposure, as calculated by well as such Issuing Bank's standard fees with respect to the Agentissuance, amendment, renewal or extension of any Fronted Letter of Credit or processing of drawings thereunder. Such letter Letter of credit commission and fronting fees accrued through and including each Quarterly Date shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such Quarterly Date, commencing on the first such quarterly date to occur after the Closing Restatement Effective Date, through ; provided that all such fees shall be payable on the Revolving Termination Date (or such later date upon on which the outstanding Letters of Credit Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall expire), with the final payment be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be made payable within 10 days after demand. All participation fees and fronting fees shall be computed on the Revolving Termination Date basis of a year of 360 days and shall be payable for the actual number of days elapsed (or such later expiration dateincluding the first day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the Applicable Margin on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Effective Date, through ; provided that all such fees shall be payable on the Revolving Termination Date (or and any such later date upon which fees accruing after the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a letter year of credit fronting fee for each Letter 360 days, unless such computation would exceed the Highest Lawful Rate, in which case such fees shall be computed on the basis of Credit Issued by the Issuing Bank equal to .125% per annum a year of the face amount 365 days (or increased face amount366 days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure (during the continuation of an Event of Default, such participation fee shall increase by 2% per annum over the then applicable rate), (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing Bank, provided that in no event shall any such fee for any such Issuing Bank be less than $500 during any calendar year, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date (or and any such later date upon which fees accruing after the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a letter year of credit fronting fee for each Letter 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of Credit Issued by the Issuing Bank equal to .125% per annum a year of the face amount 365 days (or increased face amount366 days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (ai) The Company Borrower shall pay to the Agent for the account of each of the Banks Revolving Credit Lender a letter of credit fee with respect to the Letters of Credit equal to the Applicable Margin per annum commission on such Lender’s Ratable Share of the average daily maximum amount available to be drawn Available Amount of all Letters of Credit issued for the account of the Borrower and outstanding from time to time at a rate per annum equal to the sum of, (x) for Standby Letters of Credit, computed on a quarterly basis the Applicable Margin for Eurodollar Rate Revolving Credit Advances for Standby Letters of Credit in effect from time to time during such calendar quarter and (y) for Trade Letters of Credit, the Applicable Margin for Eurodollar Rate Revolving Credit Advances for Trade Letters of Credit in effect from time to time during such calendar quarter, in each case, payable in arrears quarterly on the date that is five Business Days after the last Business Day of each March, June, September and December based upon Letters fiscal quarter of Credit outstanding for that quarter the Borrower (as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears effect on the last Business Day of each calendar Effective Date) commencing with the quarter during which Letters of Credit are outstandingended June 30, commencing 2019, and on the first such quarterly date to occur after the Closing Date, through the Revolving latest Termination Date (or such later date upon on which the outstanding participations in Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or of such later expiration dateLender have terminated). (bii) The Company Borrower shall pay to the each Issuing Bank Bank, for its own account, a letter of credit fronting fee for in Dollars in respect of each Letter of Credit Issued issued by the such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to .1250.125% per annum of the face daily stated amount (or increased face amount, as the case may be) of such Letter of Credit. Such Credit and such other commissions, issuance fees, transfer fees and other customary documentary and processing fees and charges in connection with the Issuance or administration of each Letter of Credit as the Borrower and such Issuing Bank shall agree. The fronting fee fees described in this clause (ii) shall be due and payable quarterly (A) in the case of Trade Letters of Credit, on the date of Issuance thereof and (B) in the case of Standby Letters of Credit, in arrears quarterly on the date that is five Business Days after the last Business Day of each calendar fiscal quarter during which such Letter of Credit is outstanding, commencing the Borrower (as in effect on the first such quarterly date to occur after such Letter of Credit is issuedEffective Date), through and on the Revolving latest Termination Date (or such later date upon on which such Standby Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration datehas been terminated). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on which shall accrue at a quarterly basis per annum rate equal to the Letter of Credit Fee Rate in arrears effect on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Effective Date, through ; provided that all such fees shall be payable on the Revolving Termination Date (or and any such later date upon which fees accruing after the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All fronting fees in Section 3.05(b)(ii) shall be computed on the basis of a letter year of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount 365 days (or increased face amount366 days in a leap year), as and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All other fees in this Section 3.05(b) shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate in which case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears computed on the last Business Day basis of each calendar quarter during which such Letter a year of Credit is outstanding365 days (or 366 days in a leap year), commencing on and shall be payable for the actual number of days elapsed (including the first such quarterly date to occur after such Letter of Credit is issued, through day but excluding the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration datelast day). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company Borrower shall pay to the Agent Administrative Agent, for the account of each accounts of the Banks Lenders in accordance with their respective Commitment Percentages, a letter of credit fee with respect to the Letters (a) each standby Letter of Credit (each, a "STANDBY LETTER OF CREDIT FEE") computed for the period from and including the date of issuance, extension or renewal of such standby Letter of Credit to the expiry date of such standby Letter of Credit, at a rate per annum equal to the Applicable Margin per annum with respect to Standby Letter of Credit Fees MULTIPLIED BY the average daily maximum aggregate face amount available to be drawn of the outstanding Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of each March, June, September and December based upon standby Letters of Credit outstanding and (b) each documentary Letter of Credit (a "DOCUMENTARY LETTER OF CREDIT FEE"), computed for that quarter as calculated by the Agentperiod from and including the date of issuance, extension or renewal of such documentary Letter of Credit to the expiry date of such documentary Letter of Credit, at a rate per annum equal to the Applicable Margin per annum with respect to Documentary Letter of Credit Fees MULTIPLIED BY the aggregate face amount of documentary Letters of Credit outstanding. Such letter Letter of credit fees Credit Fees shall be due and payable quarterly in arrears on the last first Business Day of each calendar quarter during which Letters (or portion thereof) of Credit are outstanding, commencing the Borrower for the immediately preceding calendar quarter of the Borrower and on the first such quarterly date to occur after Final Maturity Date. In addition, the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company Borrower shall pay to the Issuing Bank Lender a letter of credit fronting fee for each Letter the account of Credit Issued the Issuing Lender in an amount agreed upon by the Issuing Bank equal to .125% per annum of Lender and the Borrower and based on the face amount (or increased face amount, as the case may be) of such each standby Letter of Credit. Such Letter of Credit , which fronting fee shall be due and payable quarterly in arrears on the last first Business Day of each calendar quarter during which such (or portion thereof) of the Borrower for the immediately preceding calendar quarter of the Borrower and on the Final Maturity Date. In respect of each Letter of Credit is outstandingCredit, commencing on the first Borrower shall also pay to the Issuing Lender for the Issuing Lender's own account the Issuing Lender's customary issuance, amendment, negotiation or document examination and other administrative fees in such quarterly date amounts and at such times as agreed upon between the Borrower and the Issuing Lender when due. For purposes of calculating fees pursuant to occur after such Letter this Section 4.6 with respect to outstanding Letters of Credit is issuedissued in a currency other than Dollars, through the Revolving Termination Date (or face amount of each such later date upon which such outstanding Letter of Credit shall expire), with be the final payment to be made on the Revolving Termination Date (or Dollar equivalent of such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, face amount as of the Issuing Bank relating to letters date any such fees are due and at the end of credit as from time to time in effecteach calendar quarter.

Letter of Credit Fees. Borrower agrees to pay with respect to Letters of Credit outstanding hereunder the following fees: (ai) The Company shall pay to the Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters its participation in each "standby" Letter of Credit Credit, which shall be equal to the product of (i) the rate per annum equal to the then Applicable Margin per annum used in determining interest on LIBOR Loans (regardless whether then available), times (ii) such Lender's LC Exposure in respect of the average daily maximum amount available to be drawn of the outstanding Letters such standby Letter of Credit, computed on a quarterly basis payable in arrears on the last Business Day of each March, June, September and December based advance upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) issuance of such Letter of Credit. Such ; (ii) to Agent for the account of each Lender a participation fee with respect to its participations in "commercial" Letters of Credit, which shall accrue at a rate per annum equal to the then Applicable Margin used in determining interest on LIBOR Loans (regardless whether then available) on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender's Revolving Loan Commitment terminates and the date on which there shall no longer be any such Letters of Credit outstanding hereunder, payable quarterly in arrears, on each January 1, April 1, and October 1 hereafter and at maturity; and (iii) to the Issuing Lender (x) a fronting fee for its own account, in amounts and at times separately agreed between Borrower and the Issuing Lender, and (y) the Issuing Lender's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or the processing of drawings thereunder. All participation fees and fronting fee fees shall be due and payable quarterly in arrears computed on the last Business Day basis of each calendar quarter during which such Letter a year of Credit is outstanding, commencing on 360 days and shall be payable for the actual number of days elapsed (including the first such quarterly date to occur after such Letter of Credit is issued, through day but excluding the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration datelast day). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company With respect to each Letter of Credit, the Borrower shall pay (i) a fronting fee to the Agent for applicable Issuing Bank in an amount equal to 0.125% per annum (or such other percentage per annum agreed to in writing between the account Borrower and such Issuing Bank at or before the time such Letter of each Credit is issued by such Issuing Bank) on the face amount of the Banks such Letter of Credit and (ii) a letter of credit fee with respect to the Letters Administrative Agent (which shall be shared by the Lenders (including the Issuing Banks) ratably) of Credit the rate per annum equal to the Applicable Margin per annum in effect for Term Benchmark Loans, in each case computed on the basis of a year of 360 days for the average actual number of days elapsed, which shall accrue on the daily maximum stated amount available to be drawn on such Letter of Credit from the outstanding Letters date of Creditissuance until the expiration thereof, computed on a during the immediately preceding quarter, payable quarterly basis in arrears on the day that is fifteen (15) days after the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for each year (commencing on October 15, 2023) and on the Commitment Termination Date; provided that quarter as calculated by if any Lender shall become a Defaulting Lender, then without prejudicing any right or remedy that the Agent. Such Borrower may have with respect to, on account of, arising from or relating to any event pursuant to which such Lender shall be a Defaulting Lender, no such letter of credit fee shall accrue for the account of such Lender from and after the date upon which such Lender shall have become a Defaulting Lender until such time as such Lender is no longer a Defaulting Lender. For any Letter of Credit issued with a face amount in any Specified Currency, the fees shall be due and payable quarterly in arrears on the last Business Day currency of each calendar quarter during which Letters that Letter of Credit are outstandingCredit. In addition, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company Borrower shall pay to the each Issuing Bank a letter of credit fronting fee solely for such Issuing Bank’s account, in connection with each Letter of Credit Issued issued by such Issuing Bank, customary issuance and administrative fees, amendment, payment and negotiation charges and reasonable costs and expenses of the applicable Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such in connection with each Letter of Credit fronting fee shall be due (including mailing charges and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration datereasonable out-of-pocket expenditures). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company Borrower shall pay (x) to the Agent Agent, for the account ratable benefit of Lenders, fees for each of the Banks a letter of credit fee with respect to the Letters Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by a per annum percentage equal to the then Applicable Margin per annum of the average daily maximum amount available for Eurodollar Rate Loans, such fees to be drawn of the outstanding Letters of Credit, computed on a quarterly basis in arrears calculated on the last Business Day basis of each March, June, September a 360-day year for the actual number of days elapsed and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall to be due and payable quarterly in arrears on the last Business Day first day of each calendar quarter during which and on the last day of the Term, and (y) to the Issuer, a fronting fee of one quarter of one percent (0.25%) per annum, together with any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date and all fees and expenses as agreed upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of Issuer and the face amount (or increased face amount, as the case may be) of such Borrower in connection with any Letter of Credit. Such Letter , including in connection with the opening, amendment or renewal of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which any such Letter of Credit is outstandingand any acceptances created thereunder and shall reimburse Agent for any and all fees and expenses, commencing on if any, paid by Agent to the first such quarterly date to occur after such Issuer (all of the foregoing fees, the “Letter of Credit is issuedFees”). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, through notwithstanding any subsequent change in the Revolving Termination Date (or such later date upon which such Issuer’s prevailing charges for that type of transaction. All Letter of Credit Fees payable hereunder shall expire)be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders, the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2%) per annum. On demand, Borrower will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the final payment Maximum Undrawn Amount of all outstanding Letters of Credit, and Borrower hereby irrevocably authorizes Agent, in its discretion, on Borrower’s behalf and in Borrower's name, to open such an account and to make and maintain deposits therein, or in an account opened by Borrower, in the amounts required to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuanceby Borrower, presentation, amendment and other processing fees, and other standard costs and charges, out of the Issuing Bank relating proceeds of Receivables or other Collateral or out of any other funds of Borrower coming into any Lender’s possession at any time. Agent will invest such cash collateral (less applicable reserves) in such short-term money-market items as to letters which Agent and Borrower mutually agree and the net return on such investments shall be credited to such account and constitute additional cash collateral. Borrower may not withdraw amounts credited to any such account except upon the occurrence of credit as from time to time all of the following: (x) payment and performance in effectfull of all Obligations, (y) the expiration of all Letters of Credit and (z) the termination of this Agreement.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the its participations in Letters of Credit Credit, which shall accrue at a rate equal to the Applicable Margin per annum of used to determine the interest rate applicable from time to time to Eurodollar Loans on the average daily maximum amount available of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be drawn any LC Exposure, provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of the outstanding Letters any Letter of Credit, computed on a quarterly basis in arrears on Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date (or and any such later date upon which fees accruing after the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or shall be payable on receipt of written demand setting forth such later expiration date). (b) The Company shall pay amounts with reasonable particularity. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after receipt of written demand setting forth such amounts with reasonable particularity. All participation fees and fronting fees shall be computed on the basis of a letter year of credit fronting fee for each Letter 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of Credit Issued by the Issuing Bank equal to .125% per annum a year of the face amount 365 days (or increased face amount366 days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (ai) The Company Borrower shall pay to the Administrative Agent for the account of each of the Banks a Bank letter of credit fee fees with respect to the Letters of Credit at a rate per annum equal to (x) in the Applicable Margin per annum case of all Letters of Credit other than Marketing Subsidiary Letters of Credit, the L/C Fee Rate on the average daily maximum undrawn face amount available to be drawn of such outstanding Letters of Credit (including any Letters of Credit outstanding after the termination of the outstanding Commitments), and (y) in the case of all Letters of Credit which are Marketing Subsidiary Letters of Credit, the sum of the L/C Fee Rate plus the Marketing L/C Fee Rate on the average daily maximum undrawn face amount of such outstanding Marketing Subsidiary Letters of Credit (including any such Letters of Credit outstanding after the termination of the Commitments), computed in each case on a quarterly basis in arrears on the last Business Day of each Marchcalendar quarter and on the Termination Date. (ii) Borrower shall pay to the Administrative Agent for the benefit of each Issuing Agent, Juneas issuer of each Letter of Credit issued by such Issuing Agent, September and December based upon for the sole account of such Issuing Agent, a letter of credit fronting fee for each outstanding Letter of Credit issued by such Issuing Agent at the rate per annum equal to 0.125% on the average daily maximum undrawn face amount of outstanding Letters of Credit (including any Letters of Credit outstanding for that after the termination of the Commitments), computed on the last Business Day of each calendar quarter as calculated by and on the Agent. Such Termination Date. (iii) The letter of credit fees payable under Section 3.1(b)(i) and the fronting fees payable under Section 3.1(b)(ii) shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Effective Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made and on the Revolving Termination Date (or Date, and if the Commitments are terminated in whole on an earlier date, the fee for the period to but not including the date of such later expiration date)termination shall be paid in whole on the date of such termination. (biv) The Company Borrower shall pay to the each Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank Agent from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the such Issuing Bank Agent relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company Borrowers shall pay (x) to Agent, for the ratable benefit of Lenders holding Revolving Commitments, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the daily face amount of each outstanding Letter of Credit multiplied by the Applicable Margin for Revolving Advances consisting of LIBOR Rate LoansLetters of Credit, such fees to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term, and (y) to Issuer, a fronting fee of 0.125% per annum times the daily face amount of each outstanding Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term. (all of the foregoing fees, the “Letter of Credit Fees”). In addition, Borrowers shall pay to the Agent Agent, for the account benefit of each Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and the Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing [PHI Group] Revolving Credit, Term Loan and Security Agreement charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.0%) per annum. (b) On demand at any time following the occurrence of an Event of Default, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of such Event of Default, without the requirement of any affirmative action by any party), or upon the expiration of the Banks Term or any other termination of this Agreement (and also, if applicable, in connection with any mandatory prepayment under Section 2.20), Borrowers will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the Maximum Undrawn Amount of all outstanding Letters of Credit, and each Borrower hereby irrevocably authorizes Agent, in its discretion, on such Borrower’s behalf and in such Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of such Borrower coming into any Lender’s possession at any time. Agent may, in its discretion, invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and such Borrower mutually agree (or, in the absence of such agreement, as Agent may reasonably select) and the net return on such investments shall be credited to such account and constitute additional cash collateral, or Agent may (notwithstanding the foregoing) establish the account provided for under this Section 3.2(b) as a letter non-interest bearing account and in such case Agent shall have no obligation (and Borrowers hereby waive any claim) under Article 9 of credit fee the Uniform Commercial Code or under any other Applicable Law to pay interest on such cash collateral being held by Agent. No Borrower may withdraw amounts credited to any such account except upon the occurrence of all of the following: (x) payment and performance in full of all Obligations; (y) expiration of all Letters of Credit; and (z) termination of this Agreement. Borrowers hereby assign, pledge and grant to Agent, for its benefit and the ratable benefit of Issuer, Lenders and each other Secured Party, a continuing security interest in and to and Lien on any such cash collateral and any right, title and interest of Borrowers in any deposit account, securities account or investment account into which such cash collateral may be deposited from time to time to secure the Obligations, specifically including all Obligations with respect to any Letters of Credit. Borrowers agree that upon the coming due of any Reimbursement Obligations (or any other Obligations, including Obligations for Letter of Credit Fees) with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of each March, June, September Agent may use such cash collateral to pay and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first satisfy such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date)Obligations. (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (ai) The Company Borrowers shall pay to the Agent for the account of the Issuing Lender only, and not the account of any other Lender, a fee in respect of each Letter of Credit at the rate equal to (A) one-eighth of one percent (0.125%) on the Stated Amount of each Standby Letter of Credit for the issuance or extension of such Standby Letter of Credit, and (B) one-fifth of one percent (0.20%) on the Stated Amount of each Gables Bond Enhancement Letter of Credit for the extension of such Gables Bond Enhancement Letter of Credit. Such fees shall be non-refundable and payable upon issuance or extension of each Standby Letter of Credit or extension of each Gables Bond Enhancement Letter of Credit, provided, however, that the Borrowers shall not incur or be required to pay as of the Banks Agreement Date any such fees in connection with the Letters of Credit listed on Schedule 1(b) (provided that such fees shall be due on any subsequent extension or other event requiring the payment of a fee pursuant to this Section 3.6(b)(i)). (ii) The Borrowers agree to pay to the Agent for the account of each Lender a letter of credit fee with respect to the Letters of Credit at a rate per annum equal to the Applicable Margin per annum for LIBOR Loans times the daily average Stated Amount of each Letter of Credit for the average daily maximum amount available period from and including the date of issuance or extension of such Letter of Credit (A) to and including the date such Letter of Credit expires or is terminated or (B) to but excluding the date such Letter of Credit is drawn in full. Such fees shall be drawn of the outstanding Letters of Credit, computed on a quarterly basis nonrefundable and payable in arrears on the last Business Day of each March, June, September and December based upon Letters in each year, on the Termination Date, and on the date the Commitments are terminated or reduced to zero. Without otherwise limiting the terms of this Section 3.6(b)(ii), any amounts available to be reinstated under a Gables Bond Enhancement Letter of Credit outstanding shall, for that quarter as calculated by the Agent. Such letter purpose of credit fees shall calculating the fee with respect thereto be due and payable quarterly in arrears on deemed a part of the last Business Day Stated Amount of each calendar quarter during which Letters the Gables Bond Enhancement Letter of Credit are outstanding, commencing on and therefore included in determining the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters Letter of Credit shall expire), fee due with the final payment to be made on the Revolving Termination Date (or such later expiration date)respect thereto. (biii) The Company Borrowers shall pay directly to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank Lender from time to time on demand the normal issuance(but without duplication of amounts payable under Section 3.6(b)(i)) all commissions, presentationcharges, amendment and other processing fees, and other standard costs and charges, of expenses in the amounts customarily charged by the Issuing Bank relating to letters of credit as Lender from time to time in effectlike circumstances with respect to the issuance of each Letter of Credit, drawings, amendments and other transactions relating thereto.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of Lender (other than a Defaulting Lender to the Banks extent set forth in Section 4.05) a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans (as such rate may be increased pursuant to Section 3.02(b)) on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements that has been funded by such Lender) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each applicable Issuing Bank a quarterly basis fronting fee in arrears an amount equal to 0.150% multiplied by the face amount of such Letter of Credit on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued to but excluding the last Business Day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the such last Business Day of each calendar quarter during which Letters of Credit are outstandingDay, commencing on the first such quarterly date to occur after the Closing Datedate of this Agreement; provided that all such fees shall be payable on the Maturity Date and any such fees accruing after the Maturity Date shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, through unless such computation would exceed the Revolving Termination Date Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or such later date upon which the outstanding Letters of Credit shall expire366 days in a leap year), with and shall be payable for the final payment to be made on actual number of days elapsed (including the Revolving Termination Date (or such later expiration datefirst day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. Subject to Section 3.05(d) below, the Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Revolving Credit Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Revolving Loans that are Eurodollar Loans on the average daily amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Revolving Credit Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Credit Lender ceases to have any LC Exposure, (ii) to the Issuing Bank, for its own account, a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date (or and any such later date upon which fees accruing after the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a letter year of credit fronting fee for each Letter 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of Credit Issued by the Issuing Bank equal to .125% per annum a year of the face amount 365 days (or increased face amount366 days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company shall Borrower agrees to pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis which shall accrue at (i) 4.25% per annum for Roll-Up Letters of Credit and (ii) 5.50% per annum for any other Letter of Credit, in arrears each case, on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure (during the continuation of an Event of Default, to the extent the Post-Default Rate is then applicable to the Loans, such participation fee shall increase by 2% per annum over the then applicable rate), to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, and to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date (or and any such later date upon which fees accruing after the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a letter year of credit fronting fee for each Letter 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of Credit Issued by the Issuing Bank equal to .125% per annum a year of the face amount 365 days (or increased face amount366 days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (ai) The Company Borrower shall pay to the Agent for the account of each of the Banks a letter of credit fees as follows: (A) A participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding each Lender’s participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Term Benchmark Revolving Credit Loans on the last Business Day average daily amount of such Lender’s Letter of Credit Obligations (excluding any portion thereof attributable to unreimbursed Letter of Credit Payments) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any Letter of Credit Obligations, shall be paid to the Administrative Agent for distribution to the Revolving Credit Lenders in accordance with their Applicable Revolving Credit Percentages. (B) A letter of credit fronting fee in the amount of 0.125% per annum on the face amount of each Letter of Credit during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any Letter of Credit Obligations (but in no event less than $500 per annum), shall be paid to the Administrative Agent for distribution to each Issuing Bank for its own account. (ii) All payments by the Borrower to the Administrative Agent for distribution to an Issuing Bank or the Revolving Credit Lenders under this Section 2.07(d) shall be made in Dollars in immediately available funds at the Issuing Office or such other office of the Administrative Agent as may be designated from time to time by written notice to Borrower by the Administrative Agent. The fees described in Section 2.07(d)(i)(A) and (B) above (i) accrued through and including the last day of March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Effective Date, through ; provided that all such fees shall be payable on the Revolving Termination Date (or such later date upon on which the outstanding Letters of Aggregate Maximum Credit Amount terminates and any such fees accruing after the date on which the Aggregate Maximum Credit Amount terminates shall expire), with the final payment be payable on demand and (ii) shall be nonrefundable under all circumstances subject to Section 12.12. All participation fees and fronting fees shall be made computed on the Revolving Termination Date basis of a year of 360 days and shall be payable for the actual number of days elapsed (or such later expiration dateincluding the first day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender (subject to Section 4.04(c)(iii)) a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of such Issuing Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case such fees shall be computed on the basis of a year of 365 days (or such later date upon which the outstanding Letters of Credit shall expire366 days in a leap year), with and shall be payable for the final payment to be made on actual number of days elapsed (including the Revolving Termination Date (or such later expiration datefirst day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrowers agree to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Revolving Credit Lender a letter of credit participation fee with respect to the their participations in Letters of Credit Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Revolving Credit Eurodollar Loans on the average daily amount of such Lender's LC Exposure during the period from and including the Effective Date to but excluding the later of the date on which such Lender's Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the LC Bank a fronting fee, which shall accrue at the rate per annum of 0.25% on the average daily maximum amount available of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be drawn any LC Exposure, as well as the LC Bank's standard fees with respect to the issuance, amendment, renewal or extension of the outstanding Letters any Letter of Credit, computed on a quarterly basis in arrears Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the last third Business Day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such Quarterly Date, commencing on the first such quarterly date to occur after the Closing Effective Date, through ; provided that all such fees shall be payable on the date on which the Revolving Termination Date (or Credit Commitments terminate and any such later fees accruing after the date upon on which the outstanding Letters of Revolving Credit Commitments terminate shall expire), with be payable on demand. Any other fees payable to the final payment LC Bank pursuant to this paragraph shall be made payable on demand. All participation fees and fronting fees shall be computed on the Revolving Termination Date basis of a year of 360 days and shall be payable for the actual number of days elapsed (or such later expiration dateincluding the first day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (ai) The Company Borrower shall pay to the Agent for the account of each of the Banks a letter of credit fees as follows: (A) A participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding each Lender’s participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Term Benchmark Revolving Credit Loans on the last Business Day average daily amount of such Lender’s Letter of Credit Obligations (excluding any portion thereof attributable to unreimbursed Letter of Credit Payments) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any Letter of Credit Obligations, shall be paid to the Administrative Agent for distribution to the Revolving Credit Lenders in accordance with their Applicable Revolving Credit Percentages, including without limitation as adjusted pursuant to Section 4.02(b)(iii). (B) A letter of credit fronting fee in the amount of 0.125% per annum on the face amount of each Letter of Credit during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any Letter of Credit Obligations (but in no event less than $500 per annum), shall be paid to the Administrative Agent for distribution to each Issuing Bank for its own account. (ii) All payments by the Borrower to the Administrative Agent for distribution to an Issuing Bank or the Revolving Credit Lenders under this Section 2.07(d) shall be made in Dollars in immediately available funds at the Issuing Office or such other office of the Administrative Agent as may be designated from time to time by written notice to Borrower by the Administrative Agent. The fees described in Section 2.07(d)(i)(A) and (B) above (i) accrued through and including the last day of March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Effective Date, through ; provided that all such fees shall be payable on the Revolving Termination Date (or such later date upon on which the outstanding Letters of Aggregate Maximum Credit Amount terminates and any such fees accruing after the date on which the Aggregate Maximum Credit Amount terminates shall expire), with the final payment be payable on demand and (ii) shall be nonrefundable under all circumstances subject to Section 12.12. All participation fees and fronting fees shall be made computed on the Revolving Termination Date basis of a year of 360 days and shall be payable for the actual number of days elapsed (or such later expiration dateincluding the first day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay: (ai) The Company shall pay to the Agent for the account of each of the Banks Working Capital Lender a letter of credit participation fee with respect to the its participations in Letters of Credit (the “Letter of Credit Participation Fee”), which shall accrue same Applicable Margin used to determine the interest rate applicable to Eurodollar Working Capital Loans on the average daily amount of such Working Capital Lender’s LC Exposure during the period from and including the Closing Date to but excluding the later of the date on which such Working Capital Lender’s Working Capital Commitment terminates and the date on which such Working Capital Lender ceases to have any LC Exposure; and (ii) to the Applicable Issuing Bank, a fronting fee (the “Letter of Credit Fronting Fee”) equal to the Applicable Margin greater of (A) fifteen hundred Dollars ($1,500) or (B) (x) an amount calculated at a rate per annum equal to 0.15% of the average daily maximum amount available of the LC Exposure during the period from and including the Closing Date to but excluding the later of the date of termination of the Working Capital Credit Commitments and the date on which there ceases to be drawn any LC Exposure, as well as the LC Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of the outstanding Letters any Letter of Credit, computed on a quarterly basis in arrears on Credit or processing of drawings thereunder. Letter of Credit Participation Fees and Letter of Credit Fronting Fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through ; provided that all such fees shall be payable on the Revolving Termination Date (or such later date upon on which the outstanding Letters of Credit Working Capital Commitments terminate and any such fees accruing after the date on which the Working Capital Commitments terminate shall expire), with the final payment to be made payable on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay demand. Any other fees payable to the LC Issuing Bank a letter of credit fronting fee for each pursuant to this paragraph shall be payable within 10 days after demand. All Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Participation Fees and Letter of Credit fronting fee Fronting Fees shall be due and payable quarterly in arrears computed on the last Business Day basis of each calendar quarter during which such Letter a year of Credit is outstanding, commencing on 360 days and shall be payable for the actual number of days elapsed (including the first such quarterly date to occur after such Letter of Credit is issued, through day but excluding the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration datelast day). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Term SOFR Loans on the actual daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Xxxxxx’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the actual daily amount of the LC Exposure with respect to Letters of Credit issued by it (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Effective Date, through ; provided that all such unpaid fees shall be payable on the Revolving Termination Date (or and any such later date upon which fees accruing after the outstanding Letters Termination Date shall be payable on demand. During the continuation of Credit shall expirean Event of Default, to the extent the Majority Lenders have elected to charge default rate interest pursuant to Section 3.02(c)(ii), with the final payment fees payable pursuant to be made on this Section 3.05(b) shall increase by 2.00% per annum over the Revolving Termination Date (or such later expiration date). (b) The Company shall pay then-applicable rate. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a letter year of credit fronting fee for each Letter 360 days, unless such computation would exceed the Highest Lawful Rate, in which case such fees shall be computed on the basis of Credit Issued by the Issuing Bank equal to .125% per annum a year of the face amount 365 days (or increased face amount366 days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company shall Borrowers agree to pay (i) to the Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Domestic Letters of Credit, computed on which shall accrue at a quarterly basis rate per annum equal to the Interest Margin for Eurodollar Loans from time to time in arrears effect, minus 1/4 of 1% on the average daily amount of such Lender's pro rata share of the Domestic Letter of Credit Usage (excluding any portion attributable to unreimbursed drawings) during the period from and including the Closing Date to but excluding the later of the date on which such Lender's Revolving Credit Commitment terminates and the date on which such Lender ceases to have any share of the Domestic Letter of Credit Usage, and (ii) to the Agent a fronting fee, which shall accrue at the rate of 1/4 of 1% per annum on the average daily amount of the Domestic Letter of Credit Usage (excluding any portion thereof attributable to unreimbursed drawings) during the period from and including the Closing Date to but excluding the later of the date of termination of the Total Revolving Credit Commitment and the date on which there ceases to be any Domestic Letter of Credit Usage, as well as the Agent's standard fees with respect to the issuance, amendment, renewal or extension of any Domestic Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for each year shall be payable on the first Business Day following each such period, commencing July 1, 1997; provided that quarter as calculated by the Agent. Such letter of credit all such fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during date on which Letters of the Total Revolving Credit are outstanding, commencing Commitment terminates and any such fees accruing after the date on which the Total Revolving Credit Commitment terminates shall be payable on demand. Any other fees payable to the Agent pursuant to this paragraph shall be payable on demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first such quarterly date to occur after day but excluding the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration datelast day). (b) The Company shall Borrowers agree to pay (i) to the Issuing Bank Agent for the account of each Lender a letter participation fee with respect to its participation in the Canadian Letter of credit fronting fee Credit, which shall accrue at a rate per annum equal to the Interest Margin for each Eurodollar Loans from time to time in effect, minus 1/4 of 1% on the average daily amount of such Lender's pro rata share of the Canadian Letter of Credit Issued by Usage (excluding any portion attributable to unreimbursed drawings) during the Issuing Bank equal period from and including the Closing Date to .125% per annum but excluding the later of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears date on the last Business Day of each calendar quarter during which such Canadian Letter of Credit is outstandingcancelled or drawn upon and the date on which such Lender ceases to have any share of the Canadian Letter of Credit Usage, commencing and (ii) to the Agent a fronting fee, which shall accrue at the rate of 1/4 of 1% per annum on the average daily amount of the Canadian Letter of Credit Usage (excluding any portion thereof attributable to unreimbursed drawings) during the period from and including the Closing Date to but excluding the date of the cancellation of, or drawing under, the Canadian Letter of Credit, as well as the Agent's standard fees with respect to the issuance, amendment, renewal or extension of the Canadian Letter of Credit or processing of a drawing thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the first Business Day following each such quarterly period, commencing July 1, 1997; provided that all such fees shall be payable on the date to occur after such on which the Canadian Letter of Credit is issued, through cancelled or drawn upon. Any other fees payable to the Revolving Termination Date (or such later date upon which such Letter of Credit Agent pursuant to this paragraph shall expire), with the final payment to be made payable on demand. All participation fees and fronting fees shall be computed on the Revolving Termination Date basis of a year of 360 days and shall be payable for the actual number of days elapsed (or such later expiration dateincluding the first day but excluding the last day). (c) The Company Borrowers shall pay to each Lender, through the Issuing Bank from time to time Agent, on demand the normal issuancefirst Business Day of each January, presentationApril, amendment July and other processing feesOctober commencing July 1, 1997 and other standard costs and charges, on the date of the Issuing Bank relating cancellation of , or drawing under, the Canadian Letter of Credit, in immediately available funds, a commitment fee of three eighths of one percent (3/8 of 1%) per annum on the average daily amount of the difference between such Lender's maximum Canadian Letter of Credit exposure as set forth on Schedule 2.18 annexed hereto and its pro rata share (based on its maximum Canadian Letter of Credit exposure as set forth on Schedule 2.18 annexed hereto) of the amount drawable under the Canadian Letter of Credit to letters satisfy the obligations of credit as from time the Canadian Borrower under the Canadian Credit Agreement, during the preceding quarter ending immediately prior to time such date. The commitment fee due to each Lender under this Section 2.20(c) shall commence to accrue on the date hereof and cease to accrue on the earlier of (i) the date of the cancellation of, or drawing under, the Canadian Letter of Credit and (ii) the date on which such Lender ceases to have any share of the Canadian Letter of Credit Usage. The commitment fee shall be calculated on the basis of the actual number of days elapsed in effecta year of 360 days.

Letter of Credit Fees. (a) The Company shall Each Borrower for which a Letter of Credit has been issued agrees to pay to the Agent for the ratable account of each of the Banks a letter of credit fee with respect to as follows: (i) in the Letters case of Credit equal to each Performance SBLC, a fee computed by multiplying the Applicable Margin per annum for Performance SBLCs in effect on each day by the undrawn amount of such Performance SBLC on such day; (ii) in the average daily maximum case of each Financial SBLC, a fee computed by multiplying the Applicable Margin for Financial SBLCs in effect on each day by the undrawn amount of such Financial SBLC on each day; and (iii) in the case of each Commercial LC, a fee computed by multiplying the Applicable Margin for Commercial LCs in effect on each day by the undrawn amount of such Commercial LC on such day. All such letter of credit fees shall accrue on the outstanding amount available to be drawn of the outstanding Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of under each March, June, September and December based upon Letters such Letter of Credit outstanding for that quarter as calculated by from its issuance until the Agentdate such Letter of Credit expires or is fully drawn. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Quarterly Payment Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall Each Borrower for which a Letter of Credit has been issued agrees to pay to the Issuing Bank a letter Agent for the sole account of credit fronting fee for each Letter of Credit Issued by the Issuing Bank Bank, an issuance fee equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit, subject to a minimum of $500. Such issuance fee shall accrue on the outstanding amount available under such Letter of Credit fronting fee from the issuance date of such Letter of Credit to the date such Letter of Credit expires or is fully drawn. Such issuance fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date)Quarterly Payment Date. (c) The Company shall pay In addition to the fees payable to the Issuing Bank from time pursuant to time on demand Section 5.3(b), each Borrower agrees to pay to the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, Agent for the account of the Issuing Bank relating to letters all customary administrative, issuance, amendment, payment and negotiation charges of credit as from time to time the Issuing Bank in effectrespect of each Letter of Credit issued for such Borrower.

Letter of Credit Fees. (a) The Company Borrowers shall pay (x) to Agent, for the ratable benefit of Lenders holding Revolving Commitments, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the daily face amount of each outstanding Letter of Credit multiplied by the Applicable Margin for Revolving Advances consisting of LIBOR Rate Loans, such fees to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term, and (y) to Issuer, a fronting fee of 0.125% per annum times the daily face amount of each outstanding Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term. (all of the foregoing fees, the “Letter of Credit Fees”). In addition, Borrowers shall pay to the Agent Agent, for the account benefit of each Issuer, any and all administrative, issuance, amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer and the Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party), the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2.0%) per annum. (b) On demand at any time following the occurrence of an Event of Default, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of such Event of Default, without the requirement of any affirmative action by any party), or upon the expiration of the Banks Term or any other termination of this Agreement (and also, if applicable, in connection with any mandatory prepayment under Section 2.20), Borrowers will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the Maximum Undrawn Amount of all outstanding Letters of Credit, and each Borrower hereby irrevocably authorizes Agent, in its discretion, on such Borrower’s behalf and in such Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of such Borrower coming into any Lender’s possession at any time. Agent may, in its discretion, invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and such Borrower mutually agree (or, in the absence of such agreement, as Agent may reasonably select) and the net return on such investments shall be credited to such account and constitute additional cash collateral, or Agent may (notwithstanding the foregoing) establish the account provided for under this Section 3.2(b) as a letter non-interest bearing account and in such case Agent shall have no obligation (and Borrowers hereby waive any claim) under Article 9 of credit fee the Uniform Commercial Code or under any other Applicable Law to pay interest on such cash collateral being held by Agent. No Borrower may withdraw amounts credited to any such account except upon the occurrence of all of the following: (x) payment and performance in full of all Obligations; (y) expiration of all Letters of Credit; and (z) termination of this Agreement. Borrowers hereby assign, pledge and grant to Agent, for its benefit and the ratable benefit of Issuer, Lenders and each other Secured Party, a continuing security interest in and to and Lien on any such cash collateral and any right, title and interest of Borrowers in any deposit account, securities account or investment account into which such cash collateral may be deposited from time to time to secure the Obligations, specifically including all Obligations with respect to any Letters of Credit. Borrowers agree that upon the coming due of any Reimbursement Obligations (or any other Obligations, including Obligations for Letter of Credit Fees) with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of each March, June, September Agent may use such cash collateral to pay and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first satisfy such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date)Obligations. (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall be equal to the greater of $350 or the Applicable Margin on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Effective Date, through ; provided that all such fees shall be payable on the Revolving Termination Date (or and any such later date upon which fees accruing after the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a letter year of credit fronting fee for each Letter 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of Credit Issued by the Issuing Bank equal to .125% per annum a year of the face amount 365 days (or increased face amount366 days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Term SOFR Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Xxxxxx’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each applicable Issuing Bank a quarterly basis fronting fee, which shall accrue at the rate equal to the greater of (A) $750 and (B) 0.125% per annum (or such other rate as may be agreed to with such Issuing Bank) on the average daily amount of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided that in arrears on no event shall such fee be less than $750.00 during any quarter unless no LC Exposure existed at any time during such quarter and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the third Business Day following such last Business Day of each calendar quarter during which Letters of Credit are outstandingDay, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or such later date upon which the outstanding Letters of Credit shall expire366 days in a leap year), with and shall be payable for the final payment to be made on actual number of days elapsed (including the Revolving Termination Date (or such later expiration datefirst day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 during any quarter and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder. Participation fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of this Agreement and fronting fees with respect to any Letter of Credit shall expire), with be payable at the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter time of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) issuance of such Letter of Credit. Such Letter of Credit fronting fee ; provided that all such fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Termination Date and any such Letter of Credit is outstanding, commencing fees accruing after the Termination Date shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the first basis of a year of 360 days, unless such quarterly date to occur after computation would exceed the Highest Lawful Rate, in which case such Letter fees shall be computed on the basis of Credit is issued, through the Revolving Termination Date a year of 365 days (or such later date upon which such Letter of Credit shall expire366 days in a leap year), with and shall be payable for the final payment to be made on actual number of days elapsed (including the Revolving Termination Date (or such later expiration datefirst day but excluding the last day). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. Subject to Section 3.05(d) below, the Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the Issuing Bank, for its own account, a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date (or and any such later date upon which fees accruing after the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a letter year of credit fronting fee for each Letter 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of Credit Issued by the Issuing Bank equal to .125% per annum a year of the face amount 365 days (or increased face amount366 days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit of each Class of Commitments, which shall accrue at a rate per annum equal to, in the case of any Extending Lender, the Extended Applicable Margin and, in the case of any Non-Extending Lender, the Non-Extended Applicable Margin, in each case, applicable to interest on Term Benchmark Loans (or, if such Letter of Credit is denominated in Sterling or Swiss Francs, RFR Loans) on the average daily amount of such Lender’s LC Exposure of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the Banks date on which such Lender’s Commitment of such Class terminates and the date on which such Lender ceases to have any LC Exposure of such Class, and (ii) to each Issuing Bank a letter fronting fee, which shall accrue at the rate of credit fee 0.25% per annum on the average daily amount of such Issuing Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Effective Date; provided that all such fees with respect to the Letters of Credit equal shall be payable (i) with respect to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding Letters of CreditIssuing Bank, computed on a quarterly basis in arrears on the last Business Day Termination Date and (ii) with respect to any Lender, on the earlier to occur of each Marchsuch Lxxxxx’s Final Maturity Date and the Termination Date and the Borrower shall pay any such fees that have accrued and that are unpaid on such date and, June, September and December based upon in the event any Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears outstanding that have expiration dates after the Termination Date, the Borrower shall prepay on the last Business Day Termination Date the full amount of each calendar quarter during which the participation and fronting fees that will accrue on such Letters of Credit subsequent to the Termination Date through but not including the date such outstanding Letters of Credit are outstandingscheduled to expire (and, commencing on in that connection, the first such quarterly Lenders agree not later than the date to occur two (2) Business Days after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment expire or be terminated to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay rebate to the Issuing Bank from time to time on demand Borrower the normal issuanceexcess, presentation, amendment and other processing fees, and other standard costs and chargesif any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the sum of the amount of such fees that ultimately accrue through the date of such expiration or termination and the aggregate amount of all other unpaid obligations hereunder at such time). Any other fees payable to an Issuing Bank relating pursuant to letters this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of credit as from time to time in effecta year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. (a) The Company shall agrees to pay (i) to the Agent Administrative Agent, for the account of each of the Banks Bank, a letter of credit participation fee with respect to the its participations in Letters of Credit equal to (the “LC Participation Fee”), which shall accrue at the Applicable Margin per annum of used to determine the interest rate applicable to Revolving Credit Loans that are Adjusted Term SOFR Rate Loans, on the average daily maximum amount available of such Bank’s LC Exposure (excluding any portion thereof attributable to be drawn unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the outstanding Letters date on which such Bank’s Revolving Credit Commitment terminates and the date on which such Bank ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of Credit, computed on a quarterly basis in arrears 0.150% per annum on the last Business Day average daily amount of each March, June, September and December based upon the LC Exposure attributable to Letters of Credit outstanding issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder (the fees provided for in this clause (ii) being collectively referred to as the “Issuing Bank Fees”). Accrued participation fees and fronting fees for the Calendar Quarter (or shorter period beginning on the Effective Date or ending on the Maturity Date) most recently ended shall be payable on each January 15, April 15, July 15 and October 15; provided that quarter as calculated by the Agent. Such letter of credit all such fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during date on which Letters of the Revolving Credit are outstanding, commencing Commitments terminate and any such fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first such quarterly date to occur after day but excluding the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration datelast day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company Borrower shall pay with respect to each Letter of Credit under the applicable Revolving Facility (i) to the Administrative Agent for the account of each the Lenders under such Revolving Facility a fee calculated (on the basis of the Banks actual number of days elapsed over a letter year of credit fee with respect to three hundred sixty (360) days) at the Letters of Credit per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Revolving Loans under such Revolving Facility on the daily average LC Exposure under such Revolving Facility (excluding any portion thereof attributable to unreimbursed LC Disbursements), to be shared ratably among the Lenders under such Revolving Facility and (ii) to each Issuing Lender (with respect to each Letter of Credit issued by it), such Issuing Lender’s customary fees for issuance, amendments and processing referred to in ‎Section 2.02. In addition, the Borrower agrees to pay each Issuing Lender for its account a fronting fee of 0.125% per annum in respect of each Letter of Credit issued by such Issuing Lender, for the average daily maximum amount available period from and including the date of issuance of such Letter of Credit to be drawn and including the date of the outstanding Letters termination of such Letter of Credit, computed on a . Accrued fees described in this paragraph in respect of each Letter of Credit under the applicable Revolving Facility shall be due and payable quarterly basis in arrears on the last Business Day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing 3-Year Revolving Facility Termination Date with respect to 3-Year Revolving Commitments and on the first such quarterly date to occur after the Closing Date, through the 5-Year Revolving Facility Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment respect to be made on the 5-Year Revolving Termination Date (or such later expiration date)Commitments. (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company Each Borrower shall pay with respect to each standby Letter of Credit opened for its account a standby Letter of Credit Fee equal to one and three-quarters percent (1 3/4%) per annum, applied (on the basis of actual days elapsed over a year of 360 days) to the Undrawn Amount of such standby Letter of Credit from the date of issuance until the expiration date thereof and payable in arrears on the L/C Payment Date. This fee shall be paid to the Agent for the account of each of the Banks a letter of credit fee with respect Revolving Credit Lenders in proportion to their respective Revolving Credit Percentages and shall be distributed to the Letters of Revolving Credit equal Lenders in proportion to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding Letters of Credit, computed on a quarterly basis their respective Revolving Credit Percentages monthly in arrears on the last Business Day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date)arrears. (b) The Company Each Borrower shall pay with respect to the Issuing Bank a letter of credit fronting fee for each merchandise Letter of Credit Issued by the Issuing Bank opened for its account a merchandise Letter of Credit Fee equal to .125% per annum (i) one-half of one percent (1/2%) multiplied by the face amount of the draft presented, if such draft is presented on or before 90 days after the date of issuance of such Letter of Credit, or (ii) one percent (1%) multiplied by the face amount of the draft presented, if such draft is presented thereafter, and (iii) one-half of one percent (1/2%) of the Undrawn Amount at cancellation, if such Letter of Credit is canceled within 90 days after the date of issuance, or increased face amount(iv) one percent (1%) of the Undrawn Amount at cancellation, as if such Letter of Credit is canceled thereafter. Fees relating to (i) and (ii) above shall become due and payable at the case may betime each draft is presented under a merchandise Letter of Credit. Fees relating to (iii) and (iv) above shall become due and payable at cancellation of such Letter of Credit. Such Letter of Credit fronting fee Notwithstanding anything herein to the contrary, all fees pertaining to this Section 3.9(b) received by the Agent shall be due and payable distributed to the Revolving Credit Lenders in proportion to their respective Revolving Credit Percentages quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstandingarrears, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made and on the Revolving Commitment Termination Date (or such later expiration date)Date. (c) The Company Borrowers shall pay to the Issuing Bank from time to time on demand Bank, solely for its own account, the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of charges or fees assessed by the Issuing Bank relating to letters in connection with the issuance, administra tion, amendment, drawing, transmission, transfer or cancellation of credit as from time to time in effectLetters of Credit.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Revolving Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) 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 any LC Exposure, provided that in no event shall such fee be less than $250 during any quarter, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or date of this Agreement; provided that all such later date upon which the outstanding Letters of Credit fees shall expire), with the final payment to be made payable on the Revolving Termination Credit Maturity Date (or and any such later expiration date). (b) The Company fees accruing after the Revolving Credit Maturity Date shall pay be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a letter year of credit fronting fee for each Letter 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of Credit Issued by the Issuing Bank equal to .125% per annum a year of the face amount 365 days (or increased face amount366 days in a leap year), as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee and shall be due and payable quarterly in arrears on for the actual number of days elapsed (including the first day but excluding the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration dateday). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company shall agrees to pay (i) to the Administrative Agent for the account of each of the Banks Lenders a letter of credit fee with respect to the Letters Letter of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding Letters fee for each Letter of Credit, computed due and payable quarterly on a quarterly basis in arrears on the first day of the month following the last Business Day of each Marchquarter and at the Termination Date, June, September and December based upon Letters in arrears from the date of Issuance in an amount per annum equal to the product equal to the Letter of Credit outstanding for that quarter as calculated Rate set forth on the Pricing Grid multiplied by the Agent. Such letter aggregate amount available under each Letter of credit Credit from the date of Issuance thereof to the date on which such Letter of Credit expires or is terminated (such fees shall be prorated for any period less than a full year but shall not be refunded in the event any such Letter of Credit is terminated prior to its expiry date), (ii) to the Issuing Lender for its account a fee, due and payable quarterly in arrears on the first day of the month following the last Business Day of each calendar quarter during which Letters and at the Termination Date, for the Issuance of each Letter of Credit are outstanding, commencing in an amount per annum (calculated on the first such quarterly date basis of a year of 360 days) equal to occur after 0.00125 multiplied by the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters aggregate amount available under each Letter of Credit from the date of Issuance thereof to the date on which such Letter of Credit expires or is terminated (such fees shall expire), with be prorated for any period less than a full year but shall not be refunded in the final payment event any such Letter of Credit is terminated prior to be made on the Revolving Termination Date its expiry date) and (or such later expiration date). (biii) The Company shall pay to the Issuing Bank a Lender, for its account on demand its customary letter of credit fronting fee transactional fees and out-of-pocket expenses for each Letter of Credit Issued by the Issuing Bank equal it, including amendment fees, payable with respect to .125% per annum of the face amount (or increased face amount, as the case may be) of each such Letter of Credit. Such The Administrative Agent shall pay to each Lender its pro-rata share of the Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date fees paid pursuant to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expirethis Section 2.8(b)(i), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) . The Company Administrative Agent shall pay to the Issuing Bank from time Lender the Letter of Credit fees paid pursuant to time on demand this Section 2.8(b)(ii) and (iii).” (i) Section 6.11 is hereby amended by replacing the normal issuancephrase “December 31, presentation2005” contained therein with the phrase “December 31, amendment 2005, as amended through April 28, 2006”. (j) The introduction to Article VII is hereby amended by deleting the phrase “unless the Lenders waive compliance in writing” contained therein. (k) Section 7.1(a) is hereby amended by replacing the phrase “Required Lenders” contained therein with the phrase “Administrative Agent”. (l) Section 7.2(c) is hereby amended by (i) replacing the phrase “the Lenders” contained therein with the phrase “the Administrative Agent” and other processing fees(ii) replacing the phrase “acceptable to the Administrative Agent and the Required Lenders in their sole discretion” contained therein with the phrase “reasonably acceptable to the Administrative Agent” (m) Section 7.2(d) is hereby amended by replacing the phrase “Lenders” contained therein with the phrase “Administrative Agent, at the request of any Lender”. (n) Section 7.13 is hereby amended by replacing the phrase “and other standard costs and charges, (v)” contained therein with the phrase “(v) the acquisition of the Issuing Bank relating real Property described in Section 8.2(g) for a cash purchase price not to letters of credit exceed $300,000; and (vi)”. (o) The introduction to Article VIII is hereby amended by deleting the phrase “unless the Lenders waive compliance in writing” contained therein. (p) Section 8.2(g) is hereby amended and restated to read in its entirety as from time to time in effect.follows:

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on SOFR Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the Banks date on which such Xxxxxx’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a letter fronting fee, which shall accrue at the rate of credit fee one-half of one percent (0.50%) per annum on the average daily amount of the aggregate LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements and for purposes of this clause (ii), determined without giving effect to the participations therein of the Lenders pursuant to Section 2.04(e)) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third (3rd) Business Day following such Quarterly Date, commencing on the first such date to occur after the Effective Date; provided that all such fees with respect to the Letters of Credit equal to shall be payable on the Applicable Margin per annum earlier of the average daily maximum amount available to be drawn of applicable Revolver Termination Date and the outstanding Letters of Creditdate on which the Commitments are otherwise terminated in accordance with the terms hereof (such earlier date, computed on a quarterly basis in arrears the “termination date”) and the Borrower shall pay any such fees that have accrued and that are unpaid on the last Business Day of each Marchtermination date and, June, September and December based upon in the event any Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears outstanding that have expiration dates after the termination date, the Borrower shall prepay on the last Business Day termination date the full amount of each calendar quarter during which the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are outstanding, commencing on the first such quarterly date scheduled to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay . Any other fees payable to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal pursuant to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee this paragraph shall be due payable within ten (10) days after demand. All participation fees and payable quarterly in arrears fronting fees shall be computed on the last Business Day basis of each calendar quarter during which such Letter a year of Credit is outstanding, commencing on 360 days and shall be payable for the actual number of days elapsed (including the first such quarterly date to occur after such Letter of Credit is issued, through day but excluding the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration datelast day). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company Borrowers shall pay (x) to Agent, for the benefit of Lenders, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the Agent for the account average daily face amount of each outstanding Letter of the Banks a letter of credit fee Credit multiplied by (i) one and one-half percent (1.50%) per annum with respect to the Trade Letters of Credit or (ii) (A) prior to delivery on the Borrower's audited financial statements for its fiscal year ending September 30, 2000, the applicable percentage per annum over the Eurodollar Rate for Level II pricing as set forth on Schedule 1 hereto and (B) from and after the third Business Day after delivery of the Borrower's audited financial statements for its fiscal year ending September 30, 2000, the then applicable percentage per annum over the Eurodollar Rate for the then applicable Level, as set forth on Schedule 1 hereto, with respect to Standby Letters of Credit, such fees to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable monthly in arrears on the first day of each month and on the last day of the Term (y) to Agent, for the benefit of the Issuer, one-quarter percent (.25%) of the face amount of each Standby Letters of Credit, and (z) to the Issuer, any and all fees and expenses as agreed upon by the Issuer and the Borrowing Agent in connection with any Letter of Credit, including, without limitation, in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder and shall reimburse Agent for any and 31 39 all fees and expenses, if any, paid by Agent to the Issuer (all of the foregoing fees, the "Letter of Credit Fees"). All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or proration upon the termination of this Agreement for any reason. Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuer's prevailing charges for that type of transaction. All Letter of Credit Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or proration upon the termination of this Agreement for any reason. At the Agent's request at any time while an Event of Default is continuing, Borrowers will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn one hundred and five percent (105%) of the outstanding Letters of Credit, computed and each Borrower hereby irrevocably authorizes Agent, in its discretion, on a quarterly basis such Borrower's behalf and in arrears such Borrower's name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of such Borrower coming into any Lender's possession at any time. Agent will invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and such Borrower mutually agree and the net return on such investments shall be credited to such account and constitute additional cash collateral. No Borrower may withdraw amounts credited to any such account except upon cure or waiver of such Event of Default as long as no other Event of Default is then continuing or upon payment and performance in full of all Obligations and termination of this Agreement or if the last Business Day of each March, June, September and December based upon amounts held therein exceed the amounts available to be drawn under such Letters of Credit plus amounts drawn and outstanding for that quarter as calculated thereunder by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date)more than 105%. (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Revolving Bank a letter of credit participation fee with respect to its participations in each outstanding Letter of Credit, which shall accrue on the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount then available to be drawn under such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans, during the period from and including the Effective Date to but excluding the later of the outstanding Letters of Creditdate on which such Revolving Bank’s Revolving Commitment terminates and the date on which such Revolving Bank ceases to have any LC Exposure, computed on a quarterly basis in arrears on the last Business Day of and (ii) to each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank for its own account a letter of credit fronting fee for with respect to each Letter of Credit Issued issued by such Issuing Bank, which shall accrue at the Issuing Bank equal to .125rate of 0.125% per annum of on the face daily maximum amount (or increased face amount, as the case may be) of then available to be drawn under such Letter of Credit. Such , 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 any LC Exposure with respect to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuing bank relating the Issuing Bank relating to letters Letters of credit Credit as from time to time in effect. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s L/C Exposure during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any L/C Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the L/C Exposure during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any L/C Exposure. In addition, the Borrower agrees to pay the relevant Issuing Bank its standard administrative, processing or similar fees with respect to the issuance, amendment or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Effective Date, through ; provided that all such fees shall be payable on the Revolving Termination Date (or such later date upon on which the outstanding Letters of Credit Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall expire), with the final payment be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be made payable within ten days after demand. All participation fees and fronting fees shall be computed on the Revolving Termination Date basis of a year of 360 days and shall be payable for the actual number of days elapsed (or such later expiration dateincluding the first day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The With respect to each Letter of Credit, the Company shall pay (i) a fronting fee to the Agent for applicable Issuing Bank in an amount equal to a percentage per annum agreed to in writing between the account Company and such Issuing Bank at or before the time such Letter of each of the Banks Credit is issued by such Issuing Bank and (ii) a letter of credit fee with respect to the Letters of Credit Administrative Agent (which shall be shared by the Lenders (including the Issuing Banks) ratably) at the rate per annum equal to the Applicable Margin per annum in effect for SOFR Loans, in each case computed on the basis of a year of 360 days for the average daily actual number of days elapsed, on the maximum face amount available to be drawn of the outstanding Letters such Letter of Credit, computed on a from the date of issuance of such Letter of Credit until the expiration date for such Letter of Credit, payable quarterly basis in arrears on the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for each year and on such expiration date and, if applicable, on the Scheduled Commitment Termination Date; provided that, if any Lender shall become a Defaulting Lender, then without prejudicing any right or remedy that quarter as calculated by the Agent. Such Company may have with respect to, on account of, arising from or relating to any event pursuant to which such Lender shall be a Defaulting Lender, no such letter of credit fee shall accrue for the account of such Lender from and after the date upon which such Lender shall have become a Defaulting Lender until such time as such Lender is no longer a Defaulting Lender. For any Letter of Credit issued with a face amount in any Specified Currency, the fees shall be converted into Dollars using the applicable Exchange Rate in effect five (5) Business Days before any fee with respect thereto shall be due and payable quarterly in arrears on hereunder. In addition, 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 Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the each Issuing Bank a letter of credit fronting fee solely for such Issuing Bank’s account, in connection with each Letter of Credit Issued issued by such Issuing Bank, customary issuance and administrative fees, amendment, payment and negotiation charges and reasonable costs and expenses of the applicable Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such in connection with each Letter of Credit fronting fee shall be due (including mailing charges and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration datereasonable out-of-pocket expenditures). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin for Tranche A Loans used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each Issuing Bank, for its own account, a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 during any quarter, and (iii) to each Issuing Bank, for its own account, its standard and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through date of this Agreement; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or such later date upon which the outstanding Letters of Credit shall expire366 days in a leap year), with and shall be payable for the final payment to be made on actual number of days elapsed (including the Revolving Termination Date (or such later expiration datefirst day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company shall Borrower will pay to the Administrative Agent for the account of each of the Banks Lender who holds a Revolving Commitment a letter of credit fee on such Lender's Commitment Percentage (calculated with respect to the Revolving Commitments only) of the daily average amount available for drawings under the Letters of Credit, such letter of credit fee (i) to be paid in arrears on the first Quarterly Payment Date occurring after the date of the issuance of the first Letter of Credit and on each Quarterly Payment Date thereafter until the date of expiration or termination of all Letters of Credit and (ii) to be calculated at a rate per annum equal to the Applicable Libor Rate Margin per annum applicable to the Revolving Loans on the basis of a year of 360 days and the actual number of days elapsed (including the first day but excluding the last day); provided, however, that for documentary letters of credit such letter of credit fee shall be calculated based on 50% of such Libor Rate Margin. After receiving any payment of any letter of credit fees under this clause (c), the Administrative Agent will promptly pay to each Lender that holds a Revolving Commitment the letter of credit fees then due such Lender. The Borrower will also pay to the Fronting Bank for its account only a fronting fee on the daily average daily maximum amount available to be drawn of the under all outstanding Letters of Credit, computed on a quarterly basis such fronting fee (i) to be paid in arrears on the last Business Day first Quarterly Payment Date occurring after the date of the issuance of the first Letter of Credit and on each March, June, September and December based upon Quarterly Payment Date thereafter until the date of expiration or termination of all Letters of Credit outstanding for that quarter as and (ii) to be calculated by the Agent. Such letter at a rate per annum equal to one-eighth of credit fees shall be due and payable quarterly in arrears one percent (.125%) on the last Business Day basis of each calendar quarter during which Letters a year of Credit are outstanding, commencing on 360 days and the actual number of days elapsed (including the first such quarterly date to occur after day but excluding the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expirelast day), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) . The Company shall Borrower will also pay to the Issuing Bank a letter of credit fronting fee Fronting Bank, for each Letter of Credit Issued by the Issuing Bank equal its account only, all customary fees for amendments to .125% per annum and processing of the face amount (or increased face amount, as the case may be) of such Letter Letters of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company shall pay to the Agent for the account of each of the Banks Lenders a letter of credit fee with respect to the Tranche A Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding applicable margin above LIBOR then in effect under Section 2.09 for Tranche A Eurodollar Loans for each day such Tranche A Letters of CreditCredit are outstanding, computed on a quarterly basis in arrears on the last Business Day of each March, June, September calendar quarter and December based upon Tranche A Letters of Credit outstanding for that quarter as calculated by the Agent. The Company shall pay to the Agent for the account of each of the Lenders a letter of credit fee with respect to the Tranche B Letters of Credit equal to the applicable margin above LIBOR then in effect under Section 2.09 for Tranche B Eurodollar Loans for each day such Tranche B Letters of Credit are outstanding, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter and based upon Tranche B Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Tranche B Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Tranche A Termination Date (or such later expiration date), in the case of Tranche A Letters of Credit and on the Tranche B Termination Date (or such later expiration date), in the case of Tranche B Letters of Credit. (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .1250.125% per annum of the face amount (or increased face amount, as the -27 case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day each date of each calendar quarter during which such Issuance of a Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date)Credit. (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to standby letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term Benchmark Loans (or, if such Letter of Credit is denominated in GBP, RFR Loans) on the daily maximum amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the Banks date on which such Xxxxxx’s Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC Exposure of such Class, and (ii) to each Issuing Bank a letter fronting fee, which shall accrue at the rate of credit fee 0.25% per annum on the daily maximum amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable in arrears on the sixth (6th) Business Day following such Quarterly Date, commencing on June 30, 2023; provided that, all such fees with respect to the Letters of Credit equal to shall be payable on the Applicable Margin per annum date on which the Commitments of the average daily maximum amount available to be drawn of applicable Class terminate (the outstanding Letters of Credit“termination date”), computed on a quarterly basis in arrears the Borrower shall pay any such fees that have accrued and that are unpaid on the last Business Day of each Marchtermination date and, June, September and December based upon in the event any Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears outstanding that have expiration dates after the termination date, the Borrower shall prepay on the last Business Day termination date the full amount of each calendar quarter during which the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are outstandingscheduled to expire (and in that connection, commencing on the first such quarterly Lenders agree not later than the date to occur two (2) Business Days after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expireexpire or be terminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay . Any other fees payable to the Issuing Bank from time Banks pursuant to time this paragraph shall be payable within ten (10) Business Days after demand. All participation fees and fronting fees shall be computed on demand the normal issuance, presentation, amendment basis of a year of three hundred sixty (360) days and other processing fees, and other standard costs and charges, shall be payable for the actual number of days elapsed (including the Issuing Bank relating to letters of credit as from time to time in effectfirst day but excluding the last day).

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender, a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding such Lender’s participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Rate Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which (x) such Lender’s Commitment terminates and (y) the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank, a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of (A) the date of termination of the Commitments and (B) the date on which there ceases to be any LC Exposure in respect of such Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters of Credit are outstandingsuch day, commencing on the first such quarterly date to occur after the Closing Date, through ; provided that all such fees shall be payable on the Revolving Termination Date (or such later date upon on which the outstanding Letters of Credit Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall expire), with the final payment be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be made payable within 10 days after demand. All participation fees and fronting fees shall be computed on the Revolving Termination Date basis of a year of 360 days and shall be payable for the actual number of days elapsed (or such later expiration dateincluding the first day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. Each Borrower agrees, severally and not jointly with the other Borrowers, to pay (ai) The Company shall pay to the Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the its participations in Letters of Credit equal to issued for the account of such Borrower (the “LC Participation Fee”), which shall accrue at the Applicable Margin per annum of Fee Rate on the average daily maximum amount available of that portion of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued for the account of such Borrower during the period from and including the Closing Date (or, in the case of each Illinois Utility, its Accession Date) to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any such LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between such Borrower and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank for the account of such Borrower (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date (or, in the case of each Illinois Utility, its Accession Date) to but excluding the later of the date of termination of such Issuing Bank’s LC Commitment and the date on which there ceases to be drawn of the outstanding any such LC Exposure attributable to Letters of CreditCredit issued by such Issuing Bank for such Borrower, computed on a quarterly basis in arrears on as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank for the account of such Borrower or processing of drawings thereunder. LC Participation Fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through ; provided that all such fees accrued for the Revolving account of any Borrower shall be payable on the Availability Termination Date (or for such later date upon which Borrower and any such fees accruing after the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Availability Termination Date (or for such later expiration date). (b) The Company Borrower shall pay be payable on demand. Any other fees payable to the an Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal pursuant to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee this paragraph shall be due and payable quarterly in arrears on the last Business Day promptly upon receipt of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date)an invoice therefor. (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the its participations in Letters of Credit equal to (the “LC Participation Fee”), which shall accrue at the Applicable Margin per annum of Fee Rate on the average daily maximum amount available of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be drawn any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of the outstanding Letters any Letter of Credit, computed on a quarterly basis in arrears on Credit or processing of drawings thereunder. LC Participation Fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Original Effective Date, through ; provided that all such fees shall be payable on the Revolving Facility Termination Date (or and any such later fees accruing after the date upon on which the outstanding Letters of Credit Commitments terminate shall expire), with the final payment be payable on demand. Any other fees payable to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the an Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal pursuant to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee this paragraph shall be due and payable quarterly in arrears on the last Business Day promptly upon receipt of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date)an invoice therefor. (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Revolving Lender a letter of credit participation fee with respect to the its participations in Letters of Credit Credit, which shall accrue at a rate equal to the Applicable Margin per annum used to determine the interest rate applicable from time to time to Eurodollar Loans (or, in the case of the average daily maximum amount available to be drawn of the outstanding standby Letters of Credit, computed on a quarterly basis in arrears 50% of such Applicable Margin) on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 as to any Issuing Bank during any quarter, and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last fifth Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through ; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Termination Date shall be payable on receipt of written demand setting forth such amounts and the calculation thereof with reasonable particularity. Any other fees payable to an Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after receipt of written demand setting forth such amounts with reasonable particularity. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or such later date upon which the outstanding Letters of Credit shall expire366 days in a leap year), with and shall be payable for the final payment to be made on actual number of days elapsed (including the Revolving Termination Date (or such later expiration datefirst day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company shall agrees to pay (i) to the Administrative Agent for the account of each of the Banks Lenders a letter of credit fee with respect to the Letters Letter of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding Letters fee for each Letter of Credit, computed due and payable quarterly on a quarterly basis in arrears on the first day of the month following the last Business Day of each Marchquarter and at the Termination Date, June, September and December based upon Letters in arrears from the date of Issuance in an amount per annum equal to the product equal to the Letter of Credit outstanding for that quarter as calculated Rate set forth on the Pricing Grid multiplied by the Agent. Such letter aggregate amount available under each Letter of credit Credit from the date of Issuance thereof to the date on which such Letter of Credit expires or is terminated (such fees shall be prorated for any period less than a full year but shall not be refunded in the event any such Letter of Credit is terminated prior to its expiry date), (ii) to the Issuing Lender for its account a fee, due and payable quarterly in arrears on the first day of the month following the last Business Day of each calendar quarter during which Letters and at the Termination Date, for the Issuance of each Letter of Credit are outstanding, commencing in an amount per annum (calculated on the first such quarterly date basis of a year of 360 days) equal to occur after 0.00125 multiplied by the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters aggregate amount available under each Letter of Credit from the date of Issuance thereof to the date on which such Letter of Credit expires or is terminated (such fees shall expire), with be prorated for any period less than a full year but shall not be refunded in the final payment event any such Letter of Credit is terminated prior to be made on the Revolving Termination Date its expiry date) and (or such later expiration date). (biii) The Company shall pay to the Issuing Bank a Lender, for its account on demand its customary letter of credit fronting fee transactional fees and out-of-pocket expenses for each Letter of Credit Issued by the Issuing Bank equal it, including amendment fees, payable with respect to .125% per annum of the face amount (or increased face amount, as the case may be) of each such Letter of Credit. Such The Administrative Agent shall pay to each Lender its pro-rata share of the Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date fees paid pursuant to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expirethis Section 2.8(b)(i), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) . The Company Administrative Agent shall pay to the Issuing Bank from time Lender the Letter of Credit fees paid pursuant to time on demand this Section 2.8(b)(ii) and (iii)." (i) Section 6.11 is hereby amended by replacing the normal issuancephrase "December 31, presentation2005" contained therein with the phrase "December 31, amendment 2005, as amended through April 28, 2006". (j) The introduction to Article VII is hereby amended by deleting the phrase "unless the Lenders waive compliance in writing" contained therein. (k) Section 7.1(a) is hereby amended by replacing the phrase "Required Lenders" contained therein with the phrase "Administrative Agent". (l) Section 7.2(c) is hereby amended by (i) replacing the phrase "the Lenders" contained therein with the phrase "the Administrative Agent" and other processing fees(ii) replacing the phrase "acceptable to the Administrative Agent and the Required Lenders in their sole discretion" contained therein with the phrase "reasonably acceptable to the Administrative Agent" (m) Section 7.2(d) is hereby amended by replacing the phrase "Lenders" contained therein with the phrase "Administrative Agent, at the request of any Lender". (n) Section 7.13 is hereby amended by replacing the phrase "and other standard costs and charges, (v)" contained therein with the phrase "(v) the acquisition of the Issuing Bank relating real Property described in Section 8.2(g) for a cash purchase price not to letters of credit exceed $300,000; and (vi)". (o) The introduction to Article VIII is hereby amended by deleting the phrase "unless the Lenders waive compliance in writing" contained therein. (p) Section 8.2(g) is hereby amended and restated to read in its entirety as from time to time in effect.follows:

Letter of Credit Fees. (a) The Company Administrative Agent shall pay be entitled to the Agent for charge to the account of each the Borrower (i) for the ratable benefit of the Banks Revolving Credit Lenders in accordance with their respective Revolving Credit Proportionate Shares, a letter of credit fee with respect to (the Letters “Letter of Credit Fee”), in an amount equal to the Applicable Margin then in effect for Revolving Loans maintained as Eurodollar Rate Loans per annum of the average daily maximum amount available to be drawn of the outstanding Letters of Credit, computed on a quarterly basis in arrears on the last Business Day of each March, June, September and December based upon Letters Undrawn Letter of Credit outstanding for that quarter as calculated by Outstandings during the Agent. Such letter of credit fees shall be immediately preceding month, due and payable quarterly monthly in arrears on the last Business Day of each calendar quarter during which month, and on the Maturity Date or any earlier date on or after the termination of the Total Revolving Credit Commitments when no Letters of Credit are outstandingoutstanding and (ii) as and when incurred by the Administrative Agent or any Lender, commencing on any administrative charges, fees, costs and expenses charged to the first such quarterly date Administrative Agent or any Lender for the Borrower’s account by the Issuing Lender (other than any fees charged to occur after the Closing Date, through Administrative Agent or any Lender which would be duplicative of the Revolving Termination Date Letter of Credit Fee paid to the Administrative Agent for the benefit of the Lenders) (or such later date upon which the outstanding “Issuing Lender Fees”) in connection with the issuance of any Letters of Credit by the Issuing Lender. Each determination by the Administrative Agent of Letter of Credit Fees hereunder shall expire)be conclusive and binding for all purposes, with absent manifest error. In addition, the final payment Borrower agrees to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank Lender, for its own account, a letter facing fee in respect of credit fronting fee each Letter of Credit issued by it (the “Facing Fee”) for the period from and including the date of issuance of such Letter of Credit to and including the date of termination or expiration of such Letter of Credit, computed at a rate per annum equal to 0.25% on the daily amount of Undrawn Letter of Credit Outstandings, provided that in any event the minimum amount of Facing Fees payable in any twelve-month period for each Letter of Credit Issued by shall be not less than $500, it being agreed that, on the Issuing Bank equal day of issuance of any Letter of Credit and on each anniversary thereof prior to .125% per annum of the face amount (termination or increased face amount, as the case may be) expiration of such Letter of Credit. Such , if $500 will exceed the amount of Facing Fees that will accrue with respect to such Letter of Credit fronting fee for the immediately succeeding twelve-month period, the full $500 shall be payable on the date of issuance of such Letter of Credit and on each such anniversary thereof. Except as otherwise provided in the proviso to the immediately preceding sentence, accrued Facing Fees shall be due and payable quarterly monthly in arrears on the last Business Day of each calendar quarter during which such month and on the Maturity Date or any earlier date on or after the termination of the Total Revolving Credit Commitments when no Letters of Credit are outstanding. (b) Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Fees payable in respect of Undrawn Letter of Credit is issuedOutstandings as of the date a Default or an Event of Default occurs, through and at all times thereafter until the Revolving Termination Date (or such later earlier of the date upon which (i) all Obligations have been paid and satisfied in full or (ii) such Default or Event of Default shall have been cured or waived, shall be payable on demand at a rate equal to the rate at which the Letter of Credit shall expire)Fees are charged pursuant to Section 4.7(a) above, with the final payment to be made on the Revolving Termination Date (or such later expiration date)plus 2% per annum. (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (ai) The Company shall agrees to pay directly to the Agent applicable Issuing Bank for the its own account of each of the Banks a letter of credit fronting fee with respect to the Letters each Letter of Credit equal to issued by such Issuing Bank from the Applicable Margin per annum date of issuance through and including the average expiration date of each such Letter of Credit at a rate agreed in writing between the Company and such Issuing Bank, which fee shall be computed on the daily maximum amount available to be drawn under such Letter of the outstanding Letters of Credit, computed on a quarterly basis in arrears Credit on the last Business Day basis of each Marcha year of 365/366 days for the actual number of days elapsed, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last third Business Day after the end of each calendar fiscal quarter during which Letters of Credit are outstandingcommencing December 31, commencing 2019, on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount Expiration Date and thereafter on demand (or increased face amountprovided, as the case may be) of that if such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last day is not a Business Day of each calendar quarter during which Day, such Letter of Credit is outstanding, commencing fee shall be payable on the first such quarterly date next Business Day), and shall be fully earned when due and non-refundable when paid. For purposes of computing the daily amount available to occur after such be drawn under any Letter of Credit is issuedCredit, through the Revolving Termination Date (or such later date upon which amount of such Letter of Credit shall expire)be determined in accordance with Section 1.5. In addition, with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay directly to the applicable Issuing Bank from time to time on demand for its own account the normal customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the such Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. (ii) The Company agrees to pay to the Administrative Agent on behalf of the Lenders having a Revolving Loan Commitment in accordance with their respective Commitment Ratios for the Revolving Loans (and the Administrative Agent shall promptly pay to the Lenders having a Revolving Loan Commitment), a fee (the “Letter of Credit Fee”) on the stated amount (reduced by the amount of any draws) of any outstanding Letters of Credit for each day from the date of issuance thereof through the expiration date for each such Letter of Credit at a rate equal to the Applicable Margin for LIBOR Advances under the Revolving Loan Commitments; provided, however, that (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 or the Company has not provided Cash Collateral reasonably satisfactory to the Issuing Bank pursuant to Section 2.15(a) shall be payable, to the maximum extent permitted by Applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Commitment Ratios allocable to such Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such fee, if any, payable to the applicable Issuing Bank for its own account and (y) no Letter of Credit Fees shall accrue or be payable under an outstanding Letter of Credit to the extent that the Company has provided Cash Collateral sufficient to eliminate the applicable Fronting Exposure of a 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 1.5. Such Letter of Credit Fee shall be computed on the basis of a year of 365/366 days for the actual number of days elapsed, shall be payable quarterly in arrears for each quarter on the third Business Day after the end of each fiscal quarter commencing December 31, 2019, on the Letter of Credit Expiration Date and thereafter on demand, and shall be fully earned when due and non-refundable when paid. The Letter of Credit Fee set forth in this Section 2.4(b)(ii) shall be subject to increase and decrease on the dates and in the amounts set forth in Section 2.3(f)(i) hereof in the same manner as the adjustment of the Applicable Margin with respect to LIBOR Advances. Notwithstanding anything to the contrary contained herein, upon the request of the Majority Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Revolving Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Revolving Borrowings comprised of Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement 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, (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Aggregate Revolving Commitments and the date on which there ceases to be any LC Exposure attributable to Letters of Credit issued by such Issuing Bank and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or date of this Agreement; provided that all such later date upon which the outstanding Letters of Credit fees shall expire), with the final payment to be made payable on the Revolving Termination Credit Maturity Date and any such fees accruing after the Revolving Credit Maturity Date shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this Section 3.05(a) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case such fees shall be computed on the basis of a year of 365 days (or such later expiration date366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company shall agrees to pay (i) to the Administrative Agent for the account of each of the Banks Lenders a letter of credit fee with respect to the Letters Letter of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding Letters fee for each Letter of Credit, computed due and payable quarterly on a quarterly basis in arrears on the first day of the month following the last Business Day of each Marchquarter and at the Termination Date, June, September and December based upon Letters in arrears from the date of Issuance in an amount per annum equal to the product equal to the Letter of Credit outstanding for that quarter as calculated Rate set forth on the Pricing Grid multiplied by the Agent. Such letter aggregate amount available under each Letter of credit Credit from the date of Issuance thereof to the date on which such Letter of Credit expires or is terminated (such fees shall be prorated for any period less than a full year but shall not be refunded in the event any such Letter of Credit is terminated prior to its expiry date), (ii) to the Issuing Lender for its account a fee, due and payable quarterly in arrears on the first day of the month following the last Business Day of each calendar quarter during which Letters and at the Termination Date, for the Issuance of each Letter of Credit are outstanding, commencing in an amount per annum (calculated on the first such quarterly date basis of a year of 360 days) equal to occur after 0.00125 multiplied by the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters aggregate amount available under each Letter of Credit from the date of Issuance thereof to the date on which such Letter of Credit expires or is terminated (such fees shall expire), with be prorated for any period less than a full year but shall not be refunded in the final payment event any such Letter of Credit is terminated prior to be made on the Revolving Termination Date its expiry date) and (or such later expiration date). (biii) The Company shall pay to the Issuing Bank a Lender, for its account on demand its customary letter of credit fronting fee transactional fees and out-of-pocket expenses for each Letter of Credit Issued by the Issuing Bank equal it, including amendment fees, payable with respect to .125% per annum of the face amount (or increased face amount, as the case may be) of each such Letter of Credit. Such The Administrative Agent shall pay to each Lender its pro-rata share of the Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date fees paid pursuant to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expirethis Section 2.8(b)(i), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) . The Company Administrative Agent shall pay to the Issuing Bank from time Lender the Letter of Credit fees paid pursuant to time on demand the normal issuance, presentation, amendment this Section 2.8(b)(ii) and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect(iii).

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of that portion of the LC Exposure attributable to such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure attributable to such Issuing Bank, provided that in no event shall such fee be less than $125 during any quarter, and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year, shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Effective Date, through ; provided that all such fees shall be payable on the Revolving Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 365 days (or such later date upon which the outstanding Letters of Credit shall expire366 days in a leap year), with and shall be payable for the final payment to be made on actual number of days elapsed (including the Revolving Termination Date (or such later expiration datefirst day but excluding the last day). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Administrative Agent for the account of each of the Banks Lender a letter of credit participation fee with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding its participations in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 during any quarter and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder. Participation fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of this Agreement and fronting fees with respect to any Letter of Credit shall expire), with be payable at the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter time of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) issuance of such Letter of Credit. Such Letter of Credit fronting fee ; provided that all such fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Termination Date and any such Letter of Credit is outstanding, commencing fees accruing after the Termination Date shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the first basis of a year of 360 days, unless such quarterly date to occur after computation would exceed the Highest Lawful Rate, in which case such Letter fees shall be computed on the basis of Credit is issued, through the Revolving Termination Date a year of 365 days (or such later date upon which such Letter of Credit shall expire366 days in a leap year), with and shall be payable for the final payment to be made on actual number of days elapsed (including the Revolving Termination Date (or such later expiration datefirst day but excluding the last day). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. (a) The Company shall pay Subject to the provisions of Section 2.19(a)(iii), the Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit of each Class of Commitments, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Eurocurrency Loans on the average daily amount of such Lender’s LC Exposure of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective Date to but excluding the later of the Banks date on which such Lender’s Commitment of such Class terminates and the date on which such Lender ceases to have any LC Exposure of such Class, and (ii) to the Issuing Bank a letter fronting fee, which shall accrue at the rate of credit fee 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date; provided that (x) all such fees with respect to the Letters of Credit equal to the Applicable Margin per annum of the average daily maximum amount available to a Class shall be drawn of the outstanding Letters of Credit, computed on a quarterly basis in arrears payable on the last Business Day date on which the Commitments of each Marchsuch Class terminate, June(y) any such fees accruing after the date on which such Commitments terminate shall be payable on demand and (z) without duplication, September and December based upon Letters with respect to any Letter of Credit outstanding that expires after the Commitment Termination Date as provided in Section 2.05(d), the Borrower shall continue to pay the fronting and other fees specified in Section 2.11(b)(ii) above following the Commitment Termination Date for that quarter so long as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which Letters such Letter of Credit are remains outstanding, commencing on the first such quarterly date to occur after the Closing Date, through the Revolving Termination Date (or such later date upon which the outstanding Letters of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay . Any other fees payable to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal pursuant to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee this paragraph shall be due payable within 10 days after demand. All participation fees and payable quarterly in arrears fronting fees shall be computed on the last Business Day basis of each calendar quarter during which such Letter a year of Credit is outstanding, commencing on 360 days and shall be payable for the actual number of days elapsed (including the first such quarterly date to occur after such Letter of Credit is issued, through day but excluding the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration datelast day). (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.

Letter of Credit Fees. The Borrower agrees to pay (ai) The Company shall pay to the Agent Administrative Agent, for the account of each of the Banks Lender, a letter of credit participation fee with respect to the Letters of Credit equal its participations and commitment to the Applicable Margin per annum of the average daily maximum amount available to be drawn of the outstanding participate in Letters of Credit, computed on a quarterly basis in arrears which shall accrue at the Applicable Rate applicable to Eurodollar Rate Loans, on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each LC Issuer a fronting fee, which shall accrue at a rate separately agreed to by such LC Issuer and the Borrower, on the average daily amount of the portion of the LC Exposure attributable to Letters of Credit issued by such LC Issuer (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Table of Contents Commitments and the date on which there ceases to be any LC Exposure, as well as each LC Issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation Fees and fronting fees accrued through and including the last Business Day day of each March, June, September and December based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees each year shall be due and payable quarterly in arrears on the last third Business Day of each calendar quarter during which Letters of Credit are outstandingfollowing such last day, commencing on the first such quarterly date to occur after the Closing Date, through ; provided that any such fees accruing after the Revolving Termination Date (or such later date upon on which the outstanding Letters of Credit Commitments shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date). (b) The Company shall pay to the Issuing Bank a letter of credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal to .125% per annum of the face amount (or increased face amount, as the case may be) of such Letter of Credit. Such Letter of Credit fronting fee have terminated shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, commencing on the first such quarterly date to occur after such Letter of Credit is issued, through the Revolving Termination Date (or such later date upon which such Letter of Credit shall expire), with the final payment to be made on the Revolving Termination Date (or such later expiration date)demand. (c) The Company shall pay to the Issuing Bank from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.